Oregon Sample Contracts

Re: Hire-On Bonus Agreement (February 23rd, 2018)

In connection with your agreement to accept the position of Vice President __________ of Northwest Natural Gas Company, an Oregon corporation (the "Company"), and to induce you to accept this position, the Company agrees to provide you certain hire-on bonus amounts under certain conditions as described below.

Special Retention Restricted Stock Unit Award Agreement (February 23rd, 2018)

This Agreement is entered into as of September 30, 2016, between Northwest Natural Gas Company, an Oregon corporation (the "Company"), and _________________("Recipient").

Re: Cash Retention Bonus Agreement (February 23rd, 2018)

In recognition of your past contributions and value to Northwest Natural Gas Company (the "Company") in addition to the Company's desire to retain you, the Organization and Executive Compensation Committee of the Company agrees to provide you a cash retention bonus if you meet the terms and conditions of this agreement, including remaining continuously employed by the Company through the dates specified herein, and you desire to accept the award.

Performance Share Long Term Incentive Agreement (February 23rd, 2018)

This Agreement is entered into as of February __, 2018, between Northwest Natural Gas Company, an Oregon corporation (the "Company"), and ____________ ("Recipient").

Restricted Stock Unit Award Agreement (February 23rd, 2018)

This Agreement is entered into as of February __, 2018, between Northwest Natural Gas Company, an Oregon corporation (the "Company"), and ____________ ("Recipient").

Northwest Natural Gas Company Long Term Incentive Plan (February 23rd, 2018)
Northwest Natural Gas Company Executive Annual Incentive Plan (February 23rd, 2018)

This amended Executive Annual Incentive Plan (the "Plan") is executed by Northwest Natural Gas Company, an Oregon corporation (the "Company"), effective January 1, 2018.

LITHIA MOTORS, INC. RESTRICTED STOCK UNIT AGREEMENT (2018 Performance- And Time-Vesting) (February 23rd, 2018)

This Restricted Stock Unit Agreement ("Agreement") is entered into pursuant to the 2013 Amended and Restated Stock Incentive Plan (the "Plan") adopted by the Board of Directors and shareholders of Lithia Motors, Inc., an Oregon corporation (the "Company"), as amended from time to time. Unless otherwise defined herein, capitalized terms in this Agreement have the meanings given to them in the Plan. Any inconsistency between this Agreement and the terms and conditions of the Plan will be resolved in favor of the Plan. Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the "Code").

Columbia Sportswear Company Award Agreement for Grant of Restricted Stock Units Pursuant to the Columbia Sportswear Company 1997 Stock Incentive Plan, as Amended (February 22nd, 2018)

This Award Agreement (the "Agreement") is entered into as of (the "Award Date") by and between Columbia Sportswear Company, an Oregon corporation (the "Company"), and (the "Recipient"), for the award (the "Award") of restricted stock units (individually, an "RSU" or collectively, "RSUs") with respect to shares of the Company's common stock, no par value ("Common Stock") pursuant to Section 7 of the Columbia Sportswear Company 1997 Stock Incentive Plan, as Amended (the "Plan"). Capitalized terms used herein but not defined shall have the same meaning as provided in the Plan. In the event of a conflict between this Agreement and the terms of the Plan, the provisions of the Plan shall govern. For purposes of this Agreement and to the extent the Recipient is not directly employed by the Company, "Employer" shall mean the subsidiary or branch of the Company that employs the Recipient on the applicable date.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto REGIONS BANK, as Syndication Agent PNC BANK, NATIONAL ASSOCIATION, as Managing Agent U.S. BANK NATIONAL ASSOCIATION as Sole Lead Arranger and Sole Bookrunner (February 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

Columbia Sportswear Company Award Agreement for Grant of Non-Qualified Stock Options Pursuant to the Columbia Sportswear Company 1997 Stock Incentive Plan, as Amended (February 22nd, 2018)

This Award Agreement (the "Agreement") is entered into as of (the "Award Date") by and between Columbia Sportswear Company, an Oregon corporation (the "Company"), and (the "Optionee"), for the award (the "Award") of a stock option (the "Option") to purchase all and any part of shares of the Company's common stock, no par value ("Common Stock") at a purchase price of per share (the "Exercise Price") pursuant to Section 6 of the Columbia Sportswear Company 1997 Stock Incentive Plan, as Amended (the "Plan"). The Option is not intended to be an Incentive Stock Option, as defined in Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"). Capitalized terms used herein but not defined shall have the same meaning as provided in the Plan. In the event of a conflict between this Agreement and the terms of the Plan, the provisions of the Plan shall govern. For purposes of this Agreement and to the extent the Optionee is not directly employed b

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto REGIONS BANK, as Syndication Agent U.S. BANK NATIONAL ASSOCIATION and SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agents PNC CAPITAL MARKETS LLC and REGIONS CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners (February 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

[This Lease Is Not to Be Recorded] (February 22nd, 2018)

THIS AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Lease") is dated as of November 1, 2017, and is made by and between HCP - AM/Colorado, LLC, a Delaware limited liability company, HCP - AM/Illinois, LLC, a Delaware limited liability company, HCP - AM/Tennessee, LLC, a Delaware limited liability company, HCP Brofin Properties, LLC, a Delaware limited liability company, HCP Cy-Fair, LLC, a Delaware limited liability company, HCP Eden2 A Pack, LLC, a Delaware limited liability company, HCP Eden2 B Pack, LLC, a Delaware limited liability company, HCP Emfin Properties, LLC, a Delaware limited liability company, HCP EMOH, LLC, a Delaware limited liability company, HCP Friendswood, LLC, a Delaware limited liability company, HCP HB2 Sakonnet Bay Manor, LLC, a Delaware limited liability company, HCP HB2 South Bay Manor, LLC, a Delaware limited liability company, HCP Jacksonville, LLC, a Dela

CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto TD BANK, NATIONAL ASSOCIATION, as Syndication Agent CAPITAL ONE, NATIONAL ASSOCIATION and TD BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Runners (February 22nd, 2018)

This CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger and Syndication Agent RAYMOND JAMES BANK, N.A., REGIONS BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Le (February 22nd, 2018)
Membership Interest Exchange Agreement (February 22nd, 2018)

This MEMBERSHIP INTEREST EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of February 15, 2018 (the Effective Date) by and among Fintech Holdings, LLC, an Oregon limited liability company ("Fintech") and Genesis Financial, Inc., a Wyoming corporation (the Genesis). Fintech and Genesis are collectively referred to as the Parties and individually, are referred to as a Party.

Owens Corning Fifth Supplemental Indenture (February 21st, 2018)

FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 3, 2016, among Owens Corning Mineral Wool, LLC, a Delaware limited liability company, Owens Corning Non-Woven Technology, LLC, a Delaware limited liability company, Owens Corning Technical Fabrics, LLC, a Delaware limited liability company, Thermafiber, Inc., a Delaware corporation, and InterWrap Corp., an Oregon corporation (each a "Guaranteeing Subsidiary" and, together, the "Guaranteeing Subsidiaries"), subsidiaries of Owens Corning, a Delaware corporation (the "Company"), the Company and Wells Fargo Bank, National Association, as successor trustee under the Indenture referred to below (the "Trustee").

CREDIT AGREEMENT - Among - (February 21st, 2018)

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 16, 2018 between ASTRONICS CORPORATION, a New York corporation with its principal place of business at 130 Commerce Way, East Aurora, New York 14052 ("Borrower") and the several banks and other financial institutions from time to time party to this Agreement (individually, a "Lender" and collectively, the "Lenders") and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America with an office at Commercial Banking Department, 95 Washington Street, Buffalo, New York 14273 as Agent for the Lenders, Swingline Lender and Issuing Bank.

INDENTURE AND SERVICING AGREEMENT Dated as of October 5, 2017 (February 20th, 2018)
First Amendment to Credit Agreement (February 16th, 2018)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 21, 2017 (this "Amendment"), amends the Amended and Restated Credit Agreement, dated as of March 6, 2015 (the "Credit Agreement") among Portland General Electric Company (the "Borrower"), the financial institutions from time to time parties thereto as lenders (collectively, together with their respective successors and assigns, the "Lenders") and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

WILLAMETTE INDUSTRIES, INC. To THE CHASE MANHATTAN BANK (National Association), Trustee INDENTURE Dated as of March 15, 1983 (February 16th, 2018)

INDENTURE, dated as of March 15, 1983, between Willamette Industries, Inc., a corporation duly organized and existing under the laws of the State of Oregon (herein called the "Company"), having its principal office at 3800 S. W. Fifth Avenue, Portland, Oregon 97201, and The Chase Manhattan Bank (National Association), a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the "Trustee").

First Supplemental Trust Indenture to 1983 Indenture (February 16th, 2018)

This First Supplemental Trust Indenture, dated as of March 12, 2002, among Willamette Industries, Inc., an Oregon corporation (the "Company"), Weyerhaeuser Company, a Washington corporation (the "Successor"), and J.P. Morgan Chase Bank, a New York Banking Corporation and the successor in interest to The Chase Manhattan Bank (National Association), as Trustee (the "Trustee").

Consent Agreement (February 16th, 2018)

THIS CONSENT AGREEMENT, dated as of November 3, 2017 (this "Agreement"), is with respect to the Amended and Restated Credit Agreement, dated as of March 6, 2015 (the "Credit Agreement") among Portland General Electric Company (the "Borrower"), the financial institutions from time to time parties thereto as lenders (collectively, together with their respective successors and assigns, the "Lenders") and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the "Agent"). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

WILLAMETTE INDUSTRIES, INC. TO THE CHASE MANHATTAN BANK (National Association), Trustee INDENTURE Dated as of January 30, 1993 Senior Debt Securities (February 16th, 2018)

INDENTURE, dated as of January 30, 1993, between Willamette Industries, Inc., a corporation duly organized and existing under the laws of the state of Oregon (herein called the "Company"), having its principal office at First Interstate Bank Tower, 1300 S.W. Fifth Avenue, Portland, Oregon 97201, and The Chase Manhattan Bank (National Association), a national banking association duly organized and existing under the laws of the Unites States, as Trustee (herein called the "Trustee).

Commercial Lease (February 15th, 2018)

This COMMERCIAL LEASE (the "Lease"), dated this 31st day of March, 2012 (the "Effective Date"), is entered into by and between (a) Colliers Paragon, LLC, an Idaho limited liability company ("Landlord"), on behalf of and as Managing Representative for the tenant in common owners of the "Building" (as defined below), as successor in interest to DBSI - Draper Lease CO, L.L.C., a Utah limited liability company, and Draper/CG, L.L.C, a Utah limited liability company, and (b) Contro14 Corporation, a Delaware corporation, ("Tenant"). For and in consideration of the terms and conditions of this Lease, together with the mutual benefits to be derived from this Lease, Landlord and Tenant agree as follows:

Seaspan Corporation – Warrant Agreement (February 15th, 2018)

WARRANT AGREEMENT (this Agreement) dated as of February 14, 2018 by and among Seaspan Corporation, a corporation existing under the laws of the Republic of The Marshall Islands (the Company), and each of the investors specified on the signature pages hereto (the Investors).

Seaspan Corporation – Registration Rights Agreement (February 15th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of February 14, 2018, by and among Seaspan Corporation, a corporation existing under the laws of the Republic of The Marshall Islands (the Company), the Guarantors (as defined below) and each of the investors specified on the signature pages hereto (including any permitted successors or assigns, the Investors).

Baltimore Gas & Electric Co – CREDIT AGREEMENT Dated as of November 28, 2017 Among EXGEN RENEWABLES IV, LLC, as Borrower, EXGEN RENEWABLES IV HOLDING, LLC, as Holding, THE LENDERS PARTY HERETO, (February 9th, 2018)

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Joinder to Pledge and Security Agreement (February 7th, 2018)

THIS JOINDER TO PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of November 29, 2017, is entered into by and among FARMER BROS. CO., a Delaware corporation, COFFEE BEAN INTERNATIONAL, INC. an Oregon corporation, FBC FINANCE COMPANY, a

Joinder Agreement (February 7th, 2018)

THIS JOINDER AGREEMENT (this "Agreement"), dated as of November 29, 2017, is entered into between Boyd Assets Co., a Delaware corporation (the "New Subsidiary"), Farmer Bros. Co., a Delaware corporation (the "Company"), as the Borrower Representative and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the "Administrative Agent") under that certain Credit Agreement dated as of March 2, 2015 (as amended by that certain First Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, dated as of August 25, 2017, and as the same may be amended, modified, extended or restated from time to time, the "Credit Agreement") among the Company (following the execution of this Agreement, the Company together with China Mist Brands, Inc., a Delaware corporation, and New Subsidiary and any other Person that joins the Credit Agreement as a Borrower in accordance with the terms thereof, are referred to hereinafter each individually as a "Borrower" and, collec

Electro Scientific Industries, Inc. – Separation and Release Agreement (February 6th, 2018)

This Agreement is entered into by and between Electro Scientific Industries, Inc. ("ESI"), and Paul R. Oldham ("Employee") with respect to the following facts:

Electro Scientific Industries, Inc. – Change in Control Agreement (February 6th, 2018)

This Change in Control Agreement (the "Agreement") is made and entered into by and between ____________ ("Executive") and Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), effective as of _____________ (the "Effective Date") and states in its entirety the Change in Control Agreement between Executive and the Company dated ____________.

ASTERISKS INDICATE THAT CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. CREDIT AND SECURITY AGREEMENT Dated as of December 15, 2017 by and Among ACCURAY INCORPORATED and TOMOTHERAPY INCORPORATED Each as a Borrower, and Collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (February 5th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the Agreement) is dated as of December 15, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (Accuray or Borrower Representative), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, Other Borrowers and, together with Borrower Representative, each individually as a Borrower, and collectively as Borrowers), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Asterisks Indicate That Confidential Information Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to This Omitted Information. Amendment No. 1 to Credit and Security Agreement (February 5th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the Agreement) is dated as of June 14, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (Accuray or Borrower Representative), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, Other Borrowers and, together with Borrower Representative, each individually as a Borrower, and collectively as Borrowers), MIDCAP FINANCIALFUNDING IV TRUST, a Delaware statutory trust (as successor by assignment from MidCap Financial Trust), individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Contract (February 2nd, 2018)

THIS RESTRUCTURING TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF ANY CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE OR ANY OTHER PLAN OF REORGANIZATION OR SIMILAR PROCESS UNDER ANY OTHER APPLICABLE LAW. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS, PROVISIONS OF THE BANKRUPTCY CODE AND/OR OTHER APPLICABLE LAWS. THIS RESTRUCTURING TERM SHEET IS NOT BINDING AND IS SUBJECT TO FURTHER APPROVAL BY ALL PARTIES. IN ADDITION, NO PARTY SHALL BE BOUND WITH RESPECT TO ANY TRANSACTION UNTIL THE EXECUTION AND DELIVERY OF DEFINITIVE DOCUMENTATION AFTER OBTAINING ALL NECESSARY INTERNAL APPROVALS. THIS RESTRUCTURING TERM SHEET IS FOR SETTLEMENT DISCUSSION PURPOSES ONLY, IS SUBJECT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE, AND CANNOT BE DISCLOSED TO ANY OTHER PERSON OR ENTITY WITHOUT THE CONSENT OF CENVEO, INC. AND BRIGADE CAPITAL MANAGEMENT, LP.