Morgan, Lewis & Bockius Sample Contracts

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AmeriGas Partners, L.P. – Amendment No. 4 to Credit Agreement (April 24th, 2012)

THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this Fourth Amendment) dated as of April 18, 2012, is by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the Borrower), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the General Partner), the lenders from time to time party to the Credit Agreement (collectively, the Lenders; individually, a Lender) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (the Agent).

AmeriGas Partners, L.P. – CREDIT AGREEMENT Dated as of June 21, 2011 by and Among AMERIGAS PROPANE, L.P., as Borrower, AMERIGAS PROPANE, INC., as a Guarantor, the Lenders Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WELLS FARGO SECURITIES, LLC as Sole Lead Arranger and Sole Book Manager (June 27th, 2011)
AmeriGas Partners, L.P. – Amendment No. 1 to Credit Agreement (July 8th, 2010)

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this Amendment) dated as of July 1, 2010, is by and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the Borrower), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the General Partner), PETROLANE INCORPORATED, a Pennsylvania corporation (Petrolane; the General Partner and Petrolane are, on a joint and several basis, the Guarantors; the Borrower, the General Partner and Petrolane are, on a joint and several basis, the Obligors), CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, JPMORGAN CHASE BANK, N.A., as Documentation Agent, the several financial institutions from time to time party to the Credit Agreement (collectively, the Banks; individually, a Bank) and WELLS FARGO BANK, N.A. (as successor by merger to Wachovia Bank, National Association), as administrative agent for the Banks (the Agent).

AmeriGas Partners, L.P. – Credit Agreement (April 21st, 2009)

This CREDIT AGREEMENT (as the same may be amended, supplemented, assigned or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of April 17, 2009, among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the Borrower), AMERIGAS PROPANE, INC., a Pennsylvania corporation (the General Partner), PETROLANE INCORPORATED, a Pennsylvania corporation (Petrolane; the General Partner and Petrolane are, on a joint and several basis, the Guarantors; the Borrower, the General Partner and Petrolane are, on a joint and several basis, the Obligors), CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, JPMORGAN CHASE BANK, N.A., as Documentation Agent, the several financial institutions from time to time party to this Agreement (collectively, the Banks; individually, a Bank) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Banks (the Agent).

K-Tron International, Inc. – Contract (October 5th, 2006)

Page ---- 1. DEFINITIONS AND CONSTRUCTION.......................................... 1 1.1 Definitions..................................................... 1 1.2 Accounting Terms................................................ 13 1.3 Construction.................................................... 13 1.4 Schedules and Exhibits.......................................... 13 2. REVOLVING CREDIT FACILITY............................................. 13 2.1 The Revolving Credit Facility................................... 14 2.2 Use of Proceeds................................................. 14 3. LETTERS OF CREDIT..................................................... 14 3.1 Issuance........................................................ 14 3.2 Request for Letter of Credit.

I-Flow Corporation – Contract (October 4th, 2006)
Contract (September 28th, 2006)

Exhibit 10.1 SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of September 27, 2006 among U. S. STEEL RECEIVABLES LLC, as Seller UNITED STATES STEEL CORPORATION, as initial Servicer THE PERSONS PARTY HERETO AS CP CONDUIT PURCHASERS, COMMITTED PURCHASERS, FUNDING AGENTS AND LC BANKS and THE BANK OF NOVA SCOTIA, as Collateral Agent ARTICLE I. AMOUNTS AND TERMS OF THE PURCHASES 2 Section 1.1. Facility; Termination, Decrease and Increase. 2 Section 1.2. Transfers; Security Interests; Repurchase of Defaulted Receivables.

Genta – Contract (September 20th, 2006)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of September 19, 2006, among Genta Incorporated, 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"). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, pursuant to an effective registration statement, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

Cardiogenics Holding – Contract (June 1st, 2006)

ADDRESS/FACSIMILE NAME SIGNATURE NUMBER OF INVESTORS ---- --------- ------------------- Cornell Capital Partners, LP By: Yorkville Advisors, LLC 101 Hudson Street - Suite 3700 Its: General Partner Jersey City, NJ 07303 Facsimile: (201) 985-8266 By: ________________________ Name: Mark Angelo Its: Portfolio Manager With a copy to: Troy Rillo, Esq. 101 Hudson Street - Suite 3700 Jersey City, NJ 07302 Facsimile: (201) 985-8266

Contract (May 24th, 2006)

Exhibit 10.1 EXHIBIT D STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT ________ __, 2006 THIS STOCK TRANSFER RESTRICTION AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ________ __, 2006, is by and among (1) Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the "Company"), (2) Mark T. Lieberman, Deborah S. Lieberman, The Trust (Living) of Marianne Lieberman and The Trust (Living) of Carolyn M. Grant (collectively, the "Principal Stockholders"), and (3) Molly A. Lieberman, Karen Lieberman-Daly, Richard Frick and the Lieberman Business Trust (collectively, and together with the Principal Stockholders, the "Stockholders"). Reference is made to that certain Stock Purchase Agreement, dated as of May 20, 2006 (the "Stock Purchase Agreement"), by and among the Company, Clear Channel Outdoor, Inc., a Delaware corporation and w

Hallador Energy Company – Contract (February 27th, 2006)

SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is made as of February 22, 2006 by and between HALLADOR PETROLEUM COMPANY, a Colorado corporation (the "Corporation") and Yorktown Energy Partners VI, LP ("Subscriber"). 1. Subscription. (a) Subscriber hereby subscribes for 2,727,272 shares (the "Shares") of the Corporation's common stock, par value $0.01 per share (the "Common Stock"), at a subscription price of $2.20 per share (the "Per Share Subscription Price"), for a total subscription price of $5,999,998 (the "Total Subscription Price"). (b) The closing of the sale and purchase of the Shares (the "Closing") will take place in the offices of Morgan, Lewis & Bockius LLP, 300 S. Grand Avenue, Suite 2200, Los Angeles, California 90071 at 10:00 a.m. local time on February 24, 2006, or such later date and time as the Corporation and Subscriber agree (the "Closing Date"). At the Closing, (i) the Corporation will deliver

Hallador Energy Company – Contract (January 3rd, 2006)

PURCHASE AND SALE AGREEMENT dated effective as of December 31, 2005 between Hallador Petroleum Company, as Purchaser and Yorktown Energy Partners II, L.P., as Seller relating to the purchase and sale of limited partnership interests in Savoy Energy Limited Partnership ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Other Defined Terms 2 ARTICLE II PURCHASE AND SALE 2 2.1 Purchase and Sale of the Partnership Interests

Cardiogenics Holding – Contract (December 30th, 2005)

Exhibit 10.1 COMPANY VOTING AND LOCK-UP AGREEMENT This Company Voting and Lock-Up Agreement (the "VOTING AGREEMENT") is made as of December 27, 2005, by and among JAG Media Holdings, Inc., a Nevada corporation ("PARENT"), Robert Barra and Michael A. Vitale, each a stockholder (each individually, a "STOCKHOLDER" and together, the "STOCKHOLDERS") of Cryptometrics, Inc., a Delaware corporation. (the "COMPANY"). RECITALS: WHEREAS, concurrently with the execution and delivery of this Voting Agreement, Parent, Cryptometrics Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MERGER SUB") and the Company are entering into an Agreement and Plan of Merger of even date herewith (the "MERGER AGREEMENT"), pursuant to which Merger Sub will be merged with and into the Company, and the Company shall be the surviving corporation following the merger (the "MERGER"); WHEREAS, as of th

Hallador Energy Company – Contract (December 27th, 2005)

SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is made as of December 20, 2005 by and between HALLADOR PETROLEUM COMPANY, a Colorado corporation (the "Corporation") and YORKTOWN ENERGY PARTNERS VI, L.P. ("Subscriber"). 1. Subscription. (a) Subscriber hereby subscribes for 1,893,169 shares (the "Shares") of the Corporation's common stock, par value $0.01 per share (the "Common Stock"), at a subscription price of $2.20 per share (the "Per Share Subscription Price"), for a total subscription price of $4,164,971.80 (the "Total Subscription Price"). (b) The closing of the sale and purchase of the Shares will take place in the offices of Morgan, Lewis & Bockius LLP, 300 S. Grand Avenue, Suite 2200, Los Angeles, California 90071 at 10:00 a.m. local time on such date within five (5) business days of the date hereof as agreed to by the Corporation and Subscriber, or such later date and time as the Corporation and Subscriber agree (th

Hallador Energy Company – Contract (December 27th, 2005)

SUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is made as of December 20, 2005 by and between HALLADOR PETROLEUM COMPANY, a Colorado corporation (the "Corporation") and YORKTOWN ENERGY PARTNERS VI, L.P. ("Subscriber"). 1. Subscription. (a) Subscriber hereby subscribes for 1,893,169 shares (the "Shares") of the Corporation's common stock, par value $0.01 per share (the "Common Stock"), at a subscription price of $2.20 per share (the "Per Share Subscription Price"), for a total subscription price of $4,164,971.80 (the "Total Subscription Price"). (b) The closing of the sale and purchase of the Shares will take place in the offices of Morgan, Lewis & Bockius LLP, 300 S. Grand Avenue, Suite 2200, Los Angeles, California 90071 at 10:00 a.m. local time on such date within five (5) business days of the date hereof as agreed to by the Corporation and Subscriber, or such later date and time as the Corporation and Subscriber agree (th

Contract (December 22nd, 2005)

Page ARTICLE 1 DEFINITIONS ............................................................ 1 ARTICLE 2 RIGHTS AND OBLIGATIONS ................................................. 16 2.1 License Grants from Adolor to GSK ........................................ 16 2.2 License Grant from GSK to Adolor ......................................... 17 2.3 Sublicensing and Subcontracting .......................................... 18 2.4 Trademarks and Housemarks ................................................ 19 2.5 Intellectual Property .................................................... 26 2.6 Exclusivity .............................................................. 26 2.7 OTC Rights ...............................................................

Cytogen Corporation – Contract (December 14th, 2005)

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of --------- December 13, 2005, among Cytogen Corporation, 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"). ---------- WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby

Med-Design Corp – Contract (November 22nd, 2005)
Contract (August 11th, 2005)
Contract (July 18th, 2005)

Exhibit 10.1 NOMINATING AGREEMENT This NOMINATING AGREEMENT (this "AGREEMENT") is made as of November 14, 2004 between Perrigo Company, a Michigan corporation ("BUYER"), and the undersigned shareholder ("SHAREHOLDER") of Agis Industries (1983) Ltd., an Israeli public company (the "COMPANY"). RECITALS: WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer, Perrigo Israel Opportunities, Ltd., a private Israeli company and indirect wholly owned subsidiary of Buyer ("MERGER SUB"), and the Company are entering into an Agreement and Plan of Merger of even date herewith (the "MERGER AGREEMENT"), pursuant to which Merger Sub will be merged with and into the Company (the "MERGER"); WHEREAS, concurrently with the execution and delivery of this Agreement, Buyer and Shareholder are entering into (i) an Undertaking Agreement (the "UNDERTAKING AGREEMENT"), pursuant to which Shareholder agre

Cardiogenics Holding – Contract (February 3rd, 2005)

EXHIBIT 10.1 PROMISSORY NOTE --------------- JANUARY 25, 2005 JERSEY CITY, NEW JERSEY $2,000,000 FOR VALUE RECEIVED, the undersigned, JAG MEDIA HOLDINGS, INC., a Nevada corporation (the "Company"), promises to pay CORNELL CAPITAL PARTNERS, LP (the "Holder") at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07302 or other address as the Holder shall specify in writing, the principal sum of TWO MILLION (U.S.) DOLLARS AND 00/100 ($2,000,000.00) and will be payable pursuant to the following terms: 1. AMOUNT OF NOTE. The face amount of this Promissory Note (this "Note") and interest on the amount from time to time outstanding at the rate of twelve percent (12%) per annum shall be payable either out of the net proceeds to be received by the Company under that certain Equity Line Purchase Agreement (the "Equity Line Purchase Agreement")

Blue Ridge Real Estate Co – Contract (January 5th, 2005)

EXHIBIT 10.1 STANDBY SECURITIES PURCHASE AGREEMENT THIS STANDBY SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January 4, 2005, is made by and among Blue Ridge Real Estate Company, a Pennsylvania corporation ("Blue Ridge"), Big Boulder Corporation, a Pennsylvania corporation ("Big Boulder" and, together with Blue Ridge, the "Company"), and Kimco Realty Services, Inc. (the "Purchaser"), a Delaware corporation and wholly-owned subsidiary of Kimco Realty Corporation, a Maryland corporation. Blue Ridge, Big Boulder and the Purchaser are sometimes referred to individually as a "Party" and, collectively, as the "Parties." W I T N E S S E T H: WHEREAS, the Company intends to undertake a rights offering (the "Rights Offering") pursuant to which the Company will offer to the Company's shareholders (the "Shareholders") rights (the "Rights") to purchase shares (the "Offered Shares") of the Company's common stock, w

Micromet Inc – Contract (December 21st, 2004)
Contract (November 15th, 2004)

Exhibit 10.1 ================================================================================ AMENDMENT AGREEMENT by and among MYTRAVEL CANADA HOLIDAYS INC., VE HOLDINGS, INC., SUNTRIPS, INC., RCG COMPANIES INCORPORATED, FLIGHTSERV, INC., FS TOURS, INC., and FS SUNTOURS, INC., Dated as of November 4, 2004 ================================================================================ AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT, dated as of November 4, 2004 (this "Agreement"), by and among MYTRAVEL CANADA HOLIDAYS INC., a Canadian corporation ("MyTravel

Contract (October 25th, 2004)

Section Page ------- ---- INTRODUCTION.................................................................................................... 1 BACKGROUND...................................................................................................... 1 1. Definitions............................................................................................ 1 2. Sale and Purchase...................................................................................... 11 2.1 Agreement to Sell and Purchase................................................................ 11 2.2 Purchase Price

Graham Packaging Holdings Co – Contract (October 14th, 2004)

Exhibit 10.2 [CONFORMED COPY WITH EXHIBITS D-H CONFORMED AS EXECUTED ] SECOND-LIEN CREDIT AGREEMENT Dated as of October 7, 2004, among GRAHAM PACKAGING HOLDINGS COMPANY, GRAHAM PACKAGING COMPANY, L.P., GPC CAPITAL CORP. I, THE LENDERS NAMED HEREIN, DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, GOLDMAN SACHS CREDIT PARTNERS, L.P., GENERAL ELECTRIC CAPITAL CORPORATION and LEHMAN COMMERCIAL PAPER INC.,

Buckeye Partners L.P. – Contract (October 5th, 2004)

LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 ---------------- ----------------- ----------------- ----------------- ------------------ Reference Rating Reference Rating Reference Rating Less than Level 1 Less than Level 2 Less than Level 3 S&P Reference Rating but at least but at least but at least Reference Rating Moody's at least A-/A3 BBB+/Baa1 BBB/Baa2 BBB-/Baa3 below Level 4* - ------------------------ ---------------- ----------------- ----------------- ----------------- ------------------ Interest Rate Per Annum LIBOR Margin

Center Bancorp, Inc. – Contract (October 1st, 2004)

STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "AGREEMENT") is dated as of September 29, 2004, by and among Center Bancorp, Inc., a New Jersey corporation (the "COMPANY"), and the purchasers identified on the signature pages hereto (each, a "PURCHASER" and collectively, the "PURCHASERS"). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, desire to purchase from the Company certain shares of Common Stock of the Company, as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree as

AmeriGas Partners, L.P. – Contract (August 31st, 2004)

Pricing Tier Funded Debt Ratio Margin - ------------ ----------------- ------ I Less than or equal to 2.25x 1.0000% II Greater than 2.25x but less than or equal to 2.75x 1.2500% III Greater than 2.75x but less than or equal to 3.25x 1.3750% IV Greater than 3.25x but less than or equal to 3.75x 1.6250% V Greater than 3.75x but less than or equal to 4.25x 1.7500% VI Greater than 4.25x but less than or equal to 4.75x 2.0000% VII Greater than 4.75 2.2500%

Hemispherx BioPharma, Inc. – Contract (August 6th, 2004)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of July 30, 2004, among Hemispherx Biopharma, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages hereto (each, a "Purchaser" and collectively, the "Purchasers"). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, desire to purchase from the Company certain securities of the Company, as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Comp

Contango Oil & Gas Company – Contract (December 17th, 2003)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT dated as of December 12, 2003 between CONTANGO OIL & GAS COMPANY and THE PURCHASERS NAMED IN THIS AGREEMENT Up to 2,000 Shares of Series C Cumulative Convertible Preferred Stock

Contract (December 9th, 2003)

Page PARTIES..........................................................................................................1 INTRODUCTORY STATEMENT...........................................................................................1 1. DEFINITIONS.............................................................................................2 2. THE LOANS..............................................................................................30 SECTION 2.1 B Term Loans.....................................................................30 SECTION 2.2 Revolving Credit Loans...........................................................31 SECTION 2.3 Disbursement of Funds and Notice of Borrowing of Revolving Credit Loans..........31 SECTION 2.4 Swingline Loans..............................

Contract (November 17th, 2003)
Contract (October 21st, 2003)
Contract (October 10th, 2003)

Page ARTICLE 1 DEFINITIONS ............................................................ 1 ARTICLE 2 RIGHTS AND OBLIGATIONS ................................................. 16 2.1 License Grants from Adolor to GSK ........................................ 16 2.2 License Grant from GSK to Adolor ......................................... 17 2.3 Sublicensing and Subcontracting .......................................... 18 2.4 Trademarks and Housemarks ................................................ 19 2.5 Intellectual Property .................................................... 26 2.6 Exclusivity .............................................................. 26 2.7 OTC Rights ...............................................................