Paul, Weiss, Rifkind, Wharton & Garrison Sample Contracts

Full and Final Release, Settlement and Indemnity Agreement (February 7th, 2011)

This Full and Final Release, Settlement and Indemnity Agreement (this Agreement) is entered into effective as of February 1, 2011 among M & F Worldwide Corp. (MFW), Pneumo Abex LLC (Pneumo Abex), Mafco Worldwide Corporation (Mafco Worldwide), Mafco Consolidated Group LLC (Mafco Consolidated), PCT International Holdings Inc. (MFW Sub and, collectively with MFW, Mafco Worldwide, Mafco Consolidated and Pneumo Abex, the MFW Parties), Cooper Industries plc (Cooper Parent), Cooper Industries, Ltd. (Cooper Ltd), Cooper Holdings Ltd. (Cooper Holdings), Cooper US, Inc. (Cooper US) and Cooper Industries, LLC (Cooper). The MFW Parties and the Cooper Defendants (as defined below) are sometimes referred to in this Agreement as the Parties.

Galaxy Energy Corporation – Contract (November 30th, 2006)

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 29, 2006, is by and among Galaxy Energy Corporation, a Colorado corporation (the "COMPANY"), and the undersigned buyers (each, a "BUYER" and collectively, the "BUYERS"). WHEREAS: A. PetroHunter Energy Corporation, a Nevada corporation ("PETROHUNTER"), has agreed to purchase from the Company and Dolphin Energy Corporation, a Nevada corporation (the "PRB SALE"), all of their Leased Real Property (as defined in the 2005 Purchase Agreement, (as defined below)) in the Powder River Basin of Wyoming and Montana, as more specifically set forth on SCHEDULE 1 to the November 2006 Waiver and Amendment (as defined below) (the "PRB ASSETS"). B. The Company and certain of the Buyers (collectively, the "2004 BUYERS") entered into that certain Secur

Unifi, Inc. – Contract (October 26th, 2006)

EXHIBIT 10.2 ------------ EXHIBIT F FORM OF REGISTRATION RIGHTS AGREEMENT =============================================================================== REGISTRATION RIGHTS AGREEMENT between UNIFI, INC. and DILLON YARN CORPORATION ___________________________________________ _________________, 200_ ___________________________________________ =============================================================================== TABLE OF CONTENTS Page

Mig, Inc. – Contract (October 2nd, 2006)

Exhibit 10.2 METROMEDIA INTERNATIONAL GROUP, INC. INCENTIVE BONUS AGREEMENT ------------------------- THIS AGREEMENT is entered into as of the 1st day of October, 2006 (the "Effective Date") by and between Metromedia International Group, Inc., a Delaware corporation (the "Company"), and Mark Stephen Hauf ("Executive"). WHEREAS, the Company has entered into a letter of intent pursuant to which it anticipates selling all or substantially all of its assets (the "LOI Sale Transaction"); and WHEREAS, Executive is currently employed by the Company as its Chief Executive Officer, and the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its stockholders to compensate Executive for creating the value in the Company's securities that the Company expects to realize in connection with the LOI Sale Transaction or any other "Sale Transact

Contract (September 7th, 2006)

September 5, 2006 Thomas E. Dooley c/o Viacom Inc. 1515 Broadway New York, NY 10036 Dear Mr. Dooley: Viacom Inc. ("Employer" and, together with its subsidiaries, the "Company"), having an address at 1515 Broadway, New York, New York 10036, agrees to employ you and you agree to accept such employment upon the following terms and conditions: 1. Term. The term of your employment hereunder shall commence on September 5, 2006 (the "Start Date") and, unless terminated by Employer or you pursuant to paragraph 10 or otherwise terminated pursuant to paragraph 9 or 11, shall continue through and until December 31, 2011. The period from the Start Date through December 31, 2011 shall hereinafter be referred to as the "Employment Term" notwithstanding any earlier termination of your employment pursuant to paragraph 9, 10 or 11. 2. Titles and Authority. (a) Officer Positions and Reporting Lines. You will have the title of Senior Execut

Allied Security Holdings LLC – Amended and Restated (July 25th, 2006)
Contract (June 7th, 2006)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG BLUEFLY, INC. QUANTUM INDUSTRIAL PARTNERS LDC SFM DOMESTIC INVESTMENTS, LLC AND THE INVESTORS LISTED ON THE SIGNATURE PAGE ATTACHED HERETO DATED AS OF JUNE 5, 2006 TABLE OF CONTENTS

Ivanhoe Energy, Inc. – Contract (May 17th, 2006)

EXHIBIT 10.1 ------------ STOCK PURCHASE AGREEMENT BY AND AMONG IVANHOE ENERGY INC., AS THE PARENT SUNWING HOLDING CORPORATION, AS THE SELLER SUNWING ENERGY LTD., AS THE COMPANY AND CHINA MINERAL ACQUISITION CORPORATION, AS THE BUYER DATED AS OF MAY 12, 2006

Contract (February 9th, 2006)

Exhibit 10.1 [DEPARTMENT OF JUSTICE SEAL] U.S. DEPARTMENT OF JUSTICE Criminal Division Fraud Section - -------------------------------------------------------------------------------- Washington, D.C. 20530 February 7,2006 Martin Flumenbaum, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Re: American International Group, Inc. This letter sets forth the agreement ("Agreement") between the United States Department of Justice, Fraud Section, Criminal Division (the "Department") and American International Group, Inc. ("AIG"). (1) The Department has notified AIG that, in the Department's view, which is based upon an investigation by the Department and the United States Postal Inspection Service, AIG, acting through some of

Buffets Holdings Inc – Contract (December 30th, 2005)

EXHIBIT 10.3 ------------ ================================================================================ BUFFETS RESTAURANTS HOLDINGS, INC. Issuer 13.875% Senior Discount Notes Due 2010 -------------------- INDENTURE Dated as of December 29, 2005 --------------------- U.S. BANK NATIONAL ASSOCIATION Trustee ================================================================================ CROSS-REFERENCE TABLE TIA SECTION INDENTURE SECTION - ----------- ----------------- 310(a)...........................

Bkf Capital Group Inc – Contract (December 22nd, 2005)

EXHIBIT 10.1 ------------ EXECUTION COPY SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Separation Agreement and General Release of all Claims (this "AGREEMENT") is entered into by and among BKF Capital Group, Inc. (together with its successors and assigns, "BKF"), Levin Management Co., Inc. (together with its successors and assigns, the "SUBSIDIARY" and together with BKF, the "Companies") on the one hand and Henry Levin (the "MANAGER") on the other and is dated as of December 16, 2005 (the "Effective Date"). WHEREAS, the Manager has been employed by the Subsidiary as Senior Portfolio Manager; WHEREAS, the Companies and the Manager wish to document the terms upon which Manager's employment with the Companies is being terminated on a mutually amicable basis; THE

Anteon International Corp – Contract (December 14th, 2005)

EXHIBIT 10.1 ------------ EXECUTION COPY -------------- AGREEMENT AND PLAN OF MERGER DATED DECEMBER 13, 2005 BY AND AMONG ANTEON INTERNATIONAL CORPORATION, GENERAL DYNAMICS CORPORATION AND AVENGER ACQUISITION CORPORATION

Contract (November 23rd, 2005)

EXHIBIT 10.1 ------------ EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "AGREEMENT"), effective as of November 21, 2005 (the "EFFECTIVE DATE"), by and between Duane Reade, Inc., a Delaware corporation (the "COMPANY"), and Richard W. Dreiling ("EXECUTIVE"). WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment and considers it to be in its best interests and in the best interests of its stockholders to employ Executive during the term of this Agreement; WHEREAS, Executive desires to accept such employment with the Company and to enter into this Agreement; and WHEREAS, Executive is willing to accept employment on the terms hereinafter set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants herein a

Mig, Inc. – Contract (September 19th, 2005)

Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT, dated September 15, 2005 (this "Agreement"), by and among International Telcell Cellular, LLC, a Delaware limited liability company (the "Purchaser"), Western Wireless International Georgia Corporation, a Delaware corporation (the "Seller"), and for purposes of Section 10.1 and Section 10.6 only, ALLTEL Corporation, a Delaware corporation ("Guarantor"). WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Seller proposes to sell to the Purchaser its 29.59% interest in Telcell Wireless, LLC, a Delaware limited liability company (the "Company"), representing the Seller's entire Percentage Interest in the Company, for an aggregate purchase price of Forty-Three Million United States Dollars (US$43,000,000). NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adeq

Mig, Inc. – Contract (August 3rd, 2005)

EXHIBIT 10.2 EXECUTION COPY METROMEDIA INTERNATIONAL GROUP, INC. TRANSACTION BONUS AGREEMENT THIS AGREEMENT is entered into as of the 29th day of July, 2005 (the "EFFECTIVE DATE") by and between Metromedia International Group, Inc., a Delaware corporation (the "COMPANY"), and Bryce Dean Elledge ("EXECUTIVE"). WHEREAS, Executive is currently employed by the Company pursuant to an employment agreement, entered into on October 6, 2003 and effective as of October 1, 2003, by and between Executive and the Company (the "EMPLOYMENT AGREEMENT"), as amended by that certain amendment to the Employment Agreement, dated July 29, 2005, by and between Executive and the Company (the "Amendment"); and WHEREAS, the Company has entered into an agreement, dated as of February 17, 2005, pursuant to which it has agreed to sell all of its interest in Peterstar ZAO ("PET

The Wendy's Co – Contract (July 29th, 2005)

EXHIBIT 10.3 ------------ TRANSACTION SUPPORT AGREEMENT TRANSACTION SUPPORT AGREEMENT, dated as of May 27, 2005 (this "AGREEMENT"), by and among Triarc Companies, Inc., a Delaware corporation ("TRIARC"), certain individuals whose names are set forth on the signature pages to this Agreement (each a "STOCKHOLDER" and, collectively, the "STOCKHOLDERS") who are stockholders of RTM Restaurant Group, Inc., a Georgia corporation ("RTMRG"), and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM Representatives (as defined below). RECITALS WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Triarc, Arby's Acquisition Co., a Georgia corporation and a direct wholly owned subsidiary of Triarc ("MERGER SUB CORP."), Arby's Restaurant, LLC, a Delaware limited liability company and a direct wholly ow

Contract (July 28th, 2005)

EXHIBIT 10.1 ------------ - -------------------------------------------------------------------------------- U.S.$2,000,000,000 REVOLVING TERM CREDIT FACILITIES - -------------------------------------------------------------------------------- CREDIT AGREEMENT BETWEEN NEXEN INC. NEXEN HOLDINGS U.S.A. INC. NEXEN PETROLEUM U.K. LIMITED AS BORROWERS AND THE FINANCIAL INSTITUTIONS NAMED IN SCHEDULE A ANNEXED HERETO, AND SUCH OTHER PERSONS AS BECOME PARTIES HERETO AS LENDERS, AS LENDERS AND THE TORONTO-DOMINION BA

Mig, Inc. – Contract (July 12th, 2005)

Exhibit 10.1 AMENDMENT TO SHARE PURCHASE AGREEMENT AMENDMENT, dated as of July 8, 2005 (this "Amendment"), by and among First National Holding S.A., a societe anonyme organized under the laws of Luxembourg ("FNH"), Emergent Telecom Ventures S.A., a societe anonyme organized under the laws of Switzerland ("ETV"), Pisces Investment Limited, a company organized under the Companies Law of Cyprus and wholly-owned subsidiary of FNH and ETV ("Pisces", and together with FNH and ETV, the "Buyers"), and Metromedia International Group, Inc., a Delaware corporation (the "Seller"), to the Share Purchase Agreement, dated as of February 17, 2005, by and among the Buyers and the Seller (as amended by that certain letter agreement among the Buyers and the Seller, dated June 14, 2005, the "Share Purchase Agreement"). Capitalized terms used herein but not otherwise defined herein will have the meanings set forth in the Share Purchase Agreement. WHEREAS, the parties heret

Friedmans Inc -Cl A – Contract (June 3rd, 2005)

Exhibit 10.1 $125,000,000 AMENDED AND RESTATED SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT Dated as of May 27, 2005 among FRIEDMAN'S INC., A DEBTOR AND DEBTOR IN POSSESSION, as Borrower and THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, EACH, A DEBTOR AND DEBTOR IN POSSESSION, as Subsidiary Guarantors and THE LENDERS AND ISSUERS PARTY HERETO and CITICORP USA, INC., as Administrative Agent * * * CITIGROUP GLOBAL MARKETS INC.,

Mig, Inc. – Contract (March 9th, 2005)

EXHIBIT 10.2 METROMEDIA INTERNATIONAL GROUP, INC. TRANSACTION BONUS AGREEMENT --------------------------- THIS AGREEMENT is entered into as of the 8th day of March, 2005 (the "Effective Date") by and between Metromedia International Group, Inc., a Delaware corporation (the "Company"), and Natalia Alexeeva ("Executive"). WHEREAS, Executive is currently employed by the Company pursuant to an employment agreement, entered into on May 25, 2004 and effective as of June 1, 2004, by and between Executive and the Company (the "Employment Agreement"), as amended by that certain amendment to the Employment Agreement, dated March 8, 2005, by and between Executive and the Company (the "Amendment"); and WHEREAS, the Company has entered into an agreement, dated as of February 17, 2005, pursuant to which it has agreed to sell all of its interest in Peterstar ZAO ("Pet

Mig, Inc. – Contract (February 22nd, 2005)

Exhibit 10.2 COMMON STOCK VOTING AGREEMENT COMMON STOCK VOTING AGREEMENT, dated as of February 17, 2005 (this "Agreement"), by and among Pisces Investment Limited, a company organized under the Companies Law of Cyprus ("Pisces"), Metromedia International Group, Inc., a Delaware corporation (the "Company"), Metromedia Company, a Delaware general partnership, Stuart Subotnick, the Trust, dated as of May 30, 1984, as amended and restated, John W. Kluge, as grantor, and John W. Kluge, Manufacturers Hanover Trust Company (n/k/a J.P. Morgan Chase Bank) and Stuart Subotnick, as trustees, and the Trust dated as of December 14, 2001 between John W. Kluge, as Grantor and Stuart Subotnick and J.P. Morgan Trust Company of Delaware, as Trustees (each a "Principal Stockholder" and together, the "Principal Stockholders"). WHEREAS, the Company, Pisces, First National Holding S.A., a societe anonyme organized under the laws of Luxembourg ("FNH") and Emergent Tele

Contract (February 11th, 2005)

EXHIBIT 10.1 ------------ GLOBAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS GLOBAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Global Settlement Agreement"), dated as of February 4, 2005 is entered into by and between The Pension Benefit Guaranty Corporation ("PBGC"), the Official Committee of Unsecured Creditors (the "Committee") and The Penn Traffic Company ("Penn Traffic") and its affiliated Debtors (collectively, the "Debtors").1 PBGC, the Committee, and the Debtors are collectively referred to herein as the "Parties," or, as to each a "Party." R E C I T A L S : This Global Settlement Agreement is made with respect to the following facts, which are true and correct, and are incorporated into and made a substantive part of this Global Settlement Agreement. WHEREAS, on May 30, 2003 (the "Petition Date"), the Debtors filed voluntary petiti

Spectrasite Inc – Contract (November 24th, 2004)

EXHIBIT 10.1 ------------ ============================================================================== CREDIT AGREEMENT AMONG SPECTRASITE COMMUNICATIONS, INC., AS BORROWER; SPECTRASITE, INC., AS A GUARANTOR; TD SECURITIES (USA) LLC AND CITIGROUP GLOBAL MARKETS INC., AS LEAD ARRANGERS; TD SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS INC. AND DEUTSCHE BANK SECURITIES, INC., AS JOINT BOOK RUNNERS; DEUTSCHE BANK SECURITIES, INC., THE ROYAL BANK OF SCOTLAND PLC AND LEHMAN COMMERCIAL PAPER INC., AS CO-ARRANGERS AND CO-DOCUMENTATION AGENTS; CITICORP N.A., INC., AS SYNDICATION AGENT; TORONTO DOMINION (TEXAS) LLC.,

Trinsic Inc – Contract (August 26th, 2004)
Galaxy Energy Corporation – Contract (August 20th, 2004)

INVESTOR ADDRESS INVESTOR'S LEGAL REPRESENTATIVE'S INVESTOR'S NAME AND FACSIMILE NUMBER ADDRESS AND FACSIMILE NUMBER HFTP Investment L.L.C. c/o Promethean Asset Management L.L.C. Katten Muchin Zavis Rosenman 750 Lexington Avenue, 22nd Floor 525 W. Monroe Street New York, New York 10022 Chicago, Illinois 60661-3693 Attention: Robert J. Brantman Attention: Mark D. Wood, Esq. Telephone: 212-702-5200 Telephone: (312) 902-5200 Facsimile: (212) 758-9620 Facsimile: (312) 902-1061 Gaia Offshore Master Fund, Ltd. c/o Promethean Asset Management L.L.C. Katten Muchin Zavis Rosenm

Playtex – Contract (June 23rd, 2004)

EXHIBIT 10.1 ------------ RETIREMENT AGREEMENT AND GENERAL RELEASE This Retirement Agreement and General Release (the "AGREEMENT") is entered into by and between Playtex Products, Inc. (the "COMPANY") and Michael R. Gallagher (the "EXECUTIVE") effective as of June 22, 2004 (the "EFFECTIVE DATE"). In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company (the "PARTIES") hereby agree as follows: 1. ENTIRE AGREEMENT. The Agreement, together with the exhibits annexed hereto, is the entire agreement between the Parties with respect to the subject matter hereof and contains all agreements, whether written, oral, express or implied, between the Parties relating thereto and supersedes and extinguis

Contract (November 20th, 2003)

Page ---- ARTICLE I DEFINITIONS........................................................... 2 1.1 Definitions......................................................... 2 ARTICLE II PURCHASE AND SALE OF NOTES; CONVERSION; EXCHANGE..................... 11 2.1 Purchase and Sale of Notes.......................................... 11 2.2 Filings............................................................. 11 2.3 Exchange of CK Sub Notes............................................ 11 2.4 Certificates of Determination....................................... 11 2.5 Use of Proceeds..................................................... 11 2.6 Closings; Deliveries................................................ 12 2.7 Subsequent Sale of Shares of S

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........

Pegasus Communications – Contract (August 5th, 2003)

SECTION PAGE NO. - ------- -------- Article I GENERAL TERMS ................................................................................2 Section 1.01 Term Loans......................................................................2 Section 1.02 Interest on the Notes...........................................................3 Section 1.03 Loan Requests...................................................................4 Section 1.04 Loan Disbursements..............................................................4 Section 1.05 Voluntary Prepayments...........................................................5 Section 1.06 Mandatory Prepaym

Mig, Inc. – Contract (May 1st, 2003)

EXHIBIT 10.1 ------------ EXECUTION COPY ================================================================================ PURCHASE AGREEMENT among METROMEDIA INTERNATIONAL GROUP, INC., METROMEDIA INTERNATIONAL TELECOMMUNICATIONS, INC., METROMEDIA INTERNATIONAL, INC. INTERNATIONAL TELCELL, INC. and ADAMANT ADVISORY SERVICES, INC. ----------------------------------- Dated: as of April 24, 2003 ----------------------------------- ================================================================================

Xanadoo – Contract (April 3rd, 2003)

SECTION PAGE NO. - ------- -------- ARTICLE I GENERAL TERMS..................................................................................2 - ----------------------- Section 1.01. Term Loans......................................................................2 ------------- ---------- Section 1.02. Interest on the Notes...........................................................2 ------------ --------------------- Section 1.03. Loan Requests...................................................................3 ------------- ------------- Section 1.04. Loan Disbursements..............................................................4 ---

Contract (March 24th, 2003)

EXHIBIT 10.2 VOTING AGREEMENT This VOTING AGREEMENT, dated March 21, 2003 (this "Agreement"), by and among Evergreen Solar, Inc., a Delaware corporation (the "Company") and each of the Stockholders listed on the signature pages hereof (each, a "Stockholder" and, collectively, the "Stockholders"). Unless otherwise provided in this Agreement, capitalized terms used herein have the respective meanings given to them in that certain Stock and Warrant Purchase Agreement, dated as of even date herewith (the "Purchase Agreement"), among Perseus 2000, L.L.C. ("Perseus"), Nth Power Technologies Fund II, LP ("Nth Power II"), Nth Power Technologies Fund II-A, LP ("Nth Power II-A" and together with Nth Power II, "Nth Power"), RockPort Capital Partners, L.P. ("Rockport"), RP Co-Investment Fund, I ("RP Co-Investment"), Micro-Generation Technology Fund, LLC ("Micro-Generation"), UVCC Fund II ("UVCC II"), UVCC II Parallel Fund, L.P. ("UVCC II Parallel"

Hemispherx BioPharma, Inc. – Contract (March 13th, 2003)

Aggregate Principal Purchase Amount Price of First Investor Investor Address of Debentures Number of Payment Name and Facsimile Number Debentures and Warrants Warrants Amount - ---- -------------------- ---------- ------------ -------- ------ Portside c/o Ramius Capital Group, L.L.C. $2,713,000 $2,325,000 371,644 $1,050,000 Growth & 666 Third Avenue, 26th Floor Opportunity New York, NY 10017 Fund Attention: Jeffrey Smith Andrew Strober Telephone: (212) 845-7955 Facsimile: (212) 845-7999 Residence: Cayman Isl

Contract (February 26th, 2003)

Exhibit 10.7 ------------------------------------------------------------------ REGISTRATION RIGHTS AGREEMENT Dated as of February 12, 2003 by and among Phillips-Van Heusen Corporation and the Other Signatories Hereto ------------------------------------------------------------------ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS...................................................1 SECTION 1.1 Definitions.................................................1 ARTICLE II REGISTRATION RIGHTS...........................................4 SECTION 2.1 Shelf Registration..........................................4 SECTION 2.2 Demand Registration.........................................6 SECTION 2.3 Piggy-Back Registration.....................................8 SECTION 2

Spectrasite Inc – Contract (February 11th, 2003)

EXHIBIT 10.4 ------------ EXECUTION VERSION - -------------------------------------------------------------------------------- SPECTRASITE, INC. and EquiServe Trust Company, N.A., Warrant Agent - -------------------------------------------------------------------------------- Warrant Agreement Dated as of February 10, 2003 TABLE OF CONTENTS PAGE ---- SECTION 1. CERTAIN DEFINITIONS..............................................1 SECTION 2. APPOINTMENT OF WARRANT