Oregon Sample Contracts

Stonemor Partners L.P. – Fifth Amendment to Credit Agreement (June 18th, 2018)

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is entered into as of December 22, 2017 but with an effective date as of September 29, 2017 (the "Effective Date"), by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the "Administrative Borrower"), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent").

Stonemor Partners L.P. – Sixth Amendment and Waiver to Credit Agreement (June 18th, 2018)

This SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Amendment and Waiver"), dated as of June 12, 2018, is entered into by and among STONEMOR OPERATING LLC, a Delaware limited liability company (the "Administrative Borrower"), the other Borrowers party hereto, the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent").

SEVENTH AMENDMENT TO LEASE (Extension of Lease Term and Modification of Lease) (June 15th, 2018)

THIS GUARANTY OF LEASE is executed by FORMFACTOR, INC., a Delaware corporation ("Guarantor"), in favor of NIMBUS CENTER LLC, a Delaware limited liability company ("Landlord").

BioCorRx Inc. – BioCorRx, Inc. Board of Directors Services Agreement (June 15th, 2018)

This Board of Directors Services Agreement (the "Agreement"), dated June 13, 2018 is entered into between BioCorRx, Inc., a Nevada corporation ("the Company), and, Kent Emry an individual with a principal place of residence in Salem, Oregon ("Director").

Oaktree Real Estate Income Trust, Inc. – Distribution Reinvestment Plan (June 14th, 2018)

This Distribution Reinvestment Plan (the Plan) is adopted by Oaktree Real Estate Income Trust, Inc. (the Company) pursuant to its Articles of Amendment and Restatement (as amended, restated or otherwise modified from time to time, the Charter). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.

Arcimoto Inc – ARCIMOTO, INC. 2018 Omnibus STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (June 13th, 2018)

This Restricted Stock Award Agreement (this "Agreement") is made by and between Arcimoto, Inc. (the "Company") and _____________________ ("Grantee") effective as of the Date of Grant (as defined below). This Agreement sets forth the terms and conditions associated with the Company's award to Grantee of shares of Common Stock pursuant to the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan (the "Plan") for the number of Shares set forth below. Terms with initial capitalized letters not explicitly defined in this Agreement but defined in the Plan will have the same definition and meaning as in the Plan.

Arcimoto Inc – ARCIMOTO, INC. 2018 Omnibus Stock INCENTIVE PLAN Approved by the Board: April 6, 2018 Approved by the Stockholders: June 9, 2018 (June 13th, 2018)
Arcimoto Inc – Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan (June 13th, 2018)

You have been granted an option to purchase shares of the Common Stock of Arcimoto, Inc. (the "Company") as follows, subject to the terms of the Arcimoto, Inc. 2018 Omnibus Stock Incentive Plan and the attached Stock Option Award Agreement.

Bloom Energy Corp – Contract (June 12th, 2018)
Release Agreement (June 12th, 2018)

This Release Agreement (the "Agreement"), by and between Internap Corporation (the "Company") and Robert Dennerlein ("You" or "Your") (the Company and You collectively referred to as the "Parties") is entered into and effective as of June 11, 2018 (the "Effective Date").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 8, 2018 Among KEMPER CORPORATION, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Syndication Agent, BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint Bookrunners and Joint Lead Arrangers (June 12th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2018, among KEMPER CORPORATION, a Delaware corporation, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Syndication Agent, and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 8, 2018 Among KEMPER CORPORATION, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Syndication Agent, BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint Bookrunners and Joint Lead Arrangers (June 12th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2018, among KEMPER CORPORATION, a Delaware corporation, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Syndication Agent, and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents.

AdCare Health Systems, Inc. – Non-Competition Agreement (June 12th, 2018)

THIS AGREEMENT is made by and between MiMedx Group, Inc., (the "Company") and Name ("Employee"). In consideration of the employment or continued employment of the Employee and the salary and other remuneration and benefits paid by the Company to the Employee while Employee is employed by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree:

CREDIT AGREEMENT Dated as of June 8, 2018 Among REPUBLIC SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents BNP PARIBAS, MIZUHO BANK, LTD., MUFG BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK, THE BANK OF NOVA SCOTIA, and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A. And WELLS FARGO SECURITIES, LLC, as (June 11th, 2018)

This CREDIT AGREEMENT (this Agreement) is entered into as of June 8, 2018, among REPUBLIC SERVICES, INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

PEBBLEBROOK HOTEL TRUST SUBMITS REVISED HIGHER OFFER TO ACQUIRE LASALLE HOTEL PROPERTIES Offer Represents a Premium of 13% Over LaSalle's Sale Agreement With Blackstone (June 11th, 2018)

BETHESDA, MD, JUNE 11, 2018 - Pebblebrook Hotel Trust (NYSE: PEB) ("Pebblebrook") today released an offer letter dated June 11, 2018 to the Board of Trustees of LaSalle Hotel Properties (NYSE: LHO) ("LaSalle") in which Pebblebrook submitted a revised merger proposal for a strategic combination with LaSalle. This offer was unanimously approved by Pebblebrook's Board of Trustees.

Strategic Student & Senior Housing Trust, Inc. – PURCHASE AND SALE AGREEMENT by and Among COURTYARD PLAZA LIMITED PARTNERSHIP, an Oregon Limited Partnership, and COURTYARD ASSISTED MEMBERS, L.L.C., an Oregon Limited Liability Company, Collectively, and Jointly and Severally, as Seller and SSSHT ACQUISITIONS, LLC, a Delaware Limited Liability Company, as Purchaser (June 11th, 2018)

THIS PURCHASE AND SALE AGREEMENT (the Agreement) is made this 5th day of June 2018, by and among Courtyard Plaza Limited Partnership, an Oregon limited partnership (Courtyard Plaza) and Courtyard Assisted Members, L.L.C., an Oregon limited liability company (Courtyard Assisted and together with Courtyard Plaza, collectively, and jointly and severally, Seller) and SSSHT Acquisitions, LLC, a Delaware limited liability company (Purchaser).

Patrick Industries, Inc. – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 5, 2018 by and Among PATRICK INDUSTRIES, INC., as Borrower, 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, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and KEYBANC CAPITAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (June 11th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 5, 2018, by and among PATRICK INDUSTRIES, INC., an Indiana corporation (the "Borrower"), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Agreement and Plan of Merger Among Gebr. Knauf Kg, World Cup Acquisition Corporation and Usg Corporation Dated as of June 10, 2018 (June 11th, 2018)

This AGREEMENT AND PLAN OF MERGER dated as of June 10, 2018 (this Agreement) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (Parent), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (Merger Sub), and USG Corporation, a Delaware corporation (the Company). Parent, Merger Sub and the Company are referred to in this Agreement individually as a Party and collectively as the Parties.

Hydro One Holdings Ltd – ANNUAL INFORMATION FORM FOR HYDRO ONE LIMITED FOR THE YEAR ENDED DECEMBER 31, 2017 March 29, 2018 (June 8th, 2018)

When used in this annual information form, the following terms have the meanings set forth below unless expressly indicated otherwise:

Hydro One Holdings Ltd – Revenues Distribution (Includes $67 Related Party Revenues; 2017 $69) (Note 22) (June 8th, 2018)
Hydro One Holdings Ltd – HYDRO ONE LIMITED MANAGEMENTS DISCUSSION AND ANALYSIS for the Years Ended December 31, 2017 and 2016 (June 8th, 2018)

The following Managements Discussion and Analysis (MD&A) of the financial condition and results of operations should be read together with the consolidated financial statements and accompanying notes thereto (Consolidated Financial Statements) of Hydro One Limited (Hydro One or the Company) for the year ended December 31, 2017. The Consolidated Financial Statements are presented in Canadian dollars and have been prepared in accordance with United States (US) Generally Accepted Accounting Principles (GAAP). All financial information in this MD&A is presented in Canadian dollars, unless otherwise indicated.

Hydro One Holdings Ltd – Hydro One Limited Managements Discussion and Analysis (June 8th, 2018)

The following Managements Discussion and Analysis (MD&A) of the financial condition and results of operations should be read together with the condensed interim unaudited consolidated financial statements and accompanying notes thereto (Consolidated Financial Statements) of Hydro One Limited (Hydro One or the Company) for the three months ended March 31, 2018, as well as the Companys audited consolidated financial statements and MD&A for the year ended December 31, 2017. The Consolidated Financial Statements are presented in Canadian dollars and have been prepared in accordance with United States (US) Generally Accepted Accounting Principles (GAAP). All financial information in this MD&A is presented in Canadian dollars, unless otherwise indicated.

Hydro One Holdings Ltd – Hydro One Limited Managements Report (June 8th, 2018)

The Consolidated Financial Statements, Managements Discussion and Analysis (MD&A) and related financial information have been prepared by the management of Hydro One Limited (Hydro One or the Company). Management is responsible for the integrity, consistency and reliability of all such information presented. The Consolidated Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles and applicable securities legislation. The MD&A has been prepared in accordance with National Instrument 51-102.

YayYo, Inc. – Deposit Account Control Agreement (June 7th, 2018)

This Deposit Account Control Agreement (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is dated as of March 7th, 2018, and entered into by and among YAYYO, INC., a Delaware corporation ("Depositor"), BELLRIDGE CAPITAL, LP, a Delaware limited partnership ("Secured Party"), and Umpqua Bank ("Bank").

Unimin Corp – Dated as of June 1, 2018 EACH OF THE GRANTORS PARTY HERETO and BARCLAYS BANK PLC, as Collateral Agent PLEDGE AND SECURITY AGREEMENT (June 6th, 2018)

This PLEDGE AND SECURITY AGREEMENT, dated as of June 1, 2018 (as it may be amended, restated, supplemented or otherwise modified from time to time, this Agreement), between Covia Holdings Corporation, a Delaware corporation (the Borrower) and each of the subsidiaries of 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 collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the Collateral Agent).

Unimin Corp – Exclusive Agency Agreement (June 6th, 2018)

THIS EXCLUSIVE AGENCY AGREEMENT (this Agreement), is dated as of June 1, 2018 (the Effective Date), by and between Covia Holdings Corporation, a Delaware corporation (Producer) and SCR-Sibelco NV, a Belgian public company (Agent).

CREDIT AGREEMENT Dated as of May 31, 2018 Among (June 4th, 2018)

This CREDIT AGREEMENT is entered into as of May 31, 2018, among Wyndham Destinations, Inc. (formerly known as Wyndham Worldwide Corporation), a Delaware corporation (the Borrower), Bank of America, N.A. (Bank of America), as Administrative Agent, Collateral Agent and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Valhi, Inc. – Master Purchase and Termination Agreement (June 4th, 2018)

This Master Purchase and Termination Agreement (this "Agreement") is dated as of May 30, 2018 and is made by and between Valhi, Inc., a Delaware corporation ("Valhi"), ASC Holdings, Inc., a Utah corporation ("ASC"), Snake River Sugar Company, an Oregon cooperative corporation ("Snake River"), The Amalgamated Sugar Company LLC, a Delaware limited liability company ("Amalgamated"), the Amalgamated Collateral Trust ("Collateral Trust"), a Delaware business trust, and the other parties named herein (Valhi, ASC, Snake River, and such other parties, collectively the "Parties" and each individually a "Party").

Francesca's Holdings Corporatio – CREDIT AGREEMENT Dated as of May 25, 2018 Among FRANCESCA'S HOLDINGS CORPORATION and Its Subsidiaries Party Hereto, the Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger ASSET BASED LENDING (May 30th, 2018)

Page ARTICLE 1 Definitions 1 Section 1.01 Defined Terms 1 Section 1.02 Classification of Loans and Borrowings 36 Section 1.03 Terms Generally 36 Section 1.04 Accounting Terms; GAAP 37 Section 1.05 Status of Obligations 37 ARTICLE 2 The Credits 37 Section 2.01 Commitments 37 Section 2.02 Loans and Borrowings 38 Section 2.03 Requests for Borrowings 39 Section 2.04 Protective Advances 39 Section 2.05 Swingline Loans and Overadvances 40 Section 2.06 Letters of Credit 42 Section 2.07 Funding of Borrowings 48 Section 2.08 Interest Elections 49 Section 2.09 Termination and Reduction of Commitments; Increase in Revolving Commitments 50 Section 2.10 Repayment and Amortization of Loans; Evidence of Debt 52 Section 2.11 Prepayment of Loans 53 Section

Sportsman'S Warehouse Holdings, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 23, 2018 Among SPORTSMAN'S WAREHOUSE, INC., as the Lead Borrower for the Borrowers Party Hereto THE BORROWERS PARTY HERETO THE GUARANTORS PARTY HERETO WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Lender, and L/C Issuer, THE LENDERS PARTY HERETO as Syndication Agent and WELLS FARGO CAPITAL FINANCE, LLC, as Sole Lead Arranger (May 25th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of May 23, 2018, among SPORTSMAN'S WAREHOUSE, INC., a Utah corporation (the "Lead Borrower"), the Persons named on Schedule 1.01(a) hereto (collectively, the "Borrowers"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"),

AMENDED AND RESTATED CREDIT AGREEMENT Dated as Of (May 24th, 2018)

THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the Agreement) is dated as of May 24, 2018 and is made by and among CLOUD PEAK ENERGY RESOURCES LLC, a Delaware limited liability company (the Borrower), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the Administrative Agent).

SilverSun Technologies, Inc. – Asset Purchase Agreement (May 24th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated May XX, 2018, by and among Secure Cloud Services, Inc.., a Nevada corporation, located at 120 Eagle Rock Avenue, East Hanover, NJ 07936 ("Buyer"); SilverSun Technologies, Inc., located at 120 Eagle Rock Avenue, East Hanover, NJ 07936 ("SSNT" or the "Parent"),Nellnube, Inc., an Oregon corporation, located at 2300 SE Beta Street, Suite A, Portland, Oregon 97222 ("Seller" or "NN"), and Info Sys Management, Inc., an Oregon corporation, located at 2300 SE Beta Street, Suite A, Portland, Oregon 97222 (the "Stockholder"), owner of all the issued and outstanding capital stock of NN. Buyer, Seller, and Stockholders are sometimes each referred to separately as a "Party" and collectively herein as the "Parties."

SilverSun Technologies, Inc. – Asset Purchase Agreement (May 24th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated May ___, 2018, by and among SWK TECHNOLOGIES, INC., a Delaware corporation, located at 120 Eagle Rock Avenue, East Hanover, NJ 07936 ("Buyer"); SilverSun Technologies, Inc., located at 120 Eagle Rock Avenue, East Hanover, NJ 07936 ("SSNT" or the "Parent"), Info Sy Management, Inc., an Oregon corporation, located at 2300 SE Beta Street, Suite A, Portland, Oregon 97222 ("Seller" or "ISM"), and Brian James O'Reilly, Carla Brown and Jennifer Tuck (collectively the "Stockholders"), as individuals and owners of all the issued and outstanding capital stock of ISM. Buyer, Seller, and Stockholders are sometimes each referred to separately as a "Party" and collectively herein as the "Parties."

SilverSun Technologies, Inc. – Contract (May 24th, 2018)

THIS NOTE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

SilverSun Technologies, Inc. – Contract (May 24th, 2018)

THIS NOTE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.