Reimbursement Agreement Sample Contracts

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Corporate Capital Trust II – Third Amended and Restated Expense Support and Conditional Reimbursement Agreement (October 20th, 2017)

This Third Amended and Restated Expense Support and Conditional Reimbursement Agreement (this "Agreement") is made as of September 30, 2017 by and among Corporate Capital Trust II, a Delaware statutory trust (the "Company"), CNL Fund Advisors II, LLC, a Delaware limited liability Company (the "Advisor") and KKR Credit Advisors (US) LLC, a Delaware limited liability company (the "Sub-Advisor"). The Advisor and Sub-Advisor are collectively referred to as the "Advisors."

Logistics Property Trust Inc. – Cost Reimbursement Agreement (September 21st, 2017)

This Cost Reimbursement Agreement (this Agreement) dated as of the 15th day of September, 2017, by and among each of Black Creek Capital Markets, LLC, a Colorado limited liability company (the Dealer Manager), Black Creek Industrial REIT IV Inc., a Maryland corporation (the Company), BCI IV Advisors Group LLC, a Delaware limited liability company (the Sponsor), BCI IV Advisors LLC, a Delaware limited liability company (the Advisor and together with the Dealer Manager, the Sponsor, and the Company, the Issuer Entities), and American Enterprise Investment Services Inc. (AEIS).

NorthStar Realty Europe Corp. – Reimbursement Agreement (August 8th, 2017)

This Reimbursement Agreement (this "Reimbursement Agreement") between NorthStar Realty Europe Corp., a Maryland corporation ("NRE"), and CNI NRE Advisors, LLC, a Delaware limited liability company (the "Asset Manager"), as successor to NSAM J-NRE Ltd, a Jersey limited company (the "Original Asset Manager"), to that certain Asset Management Agreement, dated as of October 31, 2015, by and between NRE and the Original Asset Manager (the "Asset Management Agreement"), is dated as of June 30, 2017.

Second Amendment to Letter of Credit Reimbursement Agreement (August 4th, 2017)

This SECOND AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT (this "Second Amendment") is entered into as of July 13, 2017, between Dynegy Inc., a Delaware corporation, as account party (the "Account Party") and Macquarie Bank Limited, a bank incorporated under the laws of Australia, as issuing bank and lender ("MBL"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the LC Reimbursement Agreement referred to below (as amended hereby). The Account Party and MBL are sometimes referred to herein collectively as the "Parties" and each individually as a "Party."

Corporate Capital Trust II – Second Amended and Restated Expense Support and Conditional Reimbursement Agreement (June 30th, 2017)

This Second Amended and Restated Expense Support and Conditional Reimbursement Agreement (this "Agreement") is made as of June 29, 2017 by and among Corporate Capital Trust II, a Delaware statutory trust (the "Company"), CNL Fund Advisors II, LLC, a Delaware limited liability Company (the "Advisor") and KKR Credit Advisors (US) LLC, a Delaware limited liability company (the "Sub-Advisor"). The Advisor and Sub-Advisor are collectively referred to as the "Advisors."

Amendment No. 2 to the Sixth Amended and Restated Credit and Reimbursement Agreement (June 29th, 2017)

AMENDMENT NO. 2 TO THE SIXTH AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this "Amendment") among The AES Corporation, a Delaware corporation (the "Borrower"), the Bank Parties listed on the signature pages hereto, CITIBANK, N.A., as administrative agent (the "Agent") and CITIBANK, N.A., as collateral agent, for the Bank Parties (the "Collateral Agent").

Progress Payment Note and Reimbursement Agreement (June 27th, 2017)

This Progress Payment Note and Reimbursement Agreement ("Agreement") is dated as of the above-stated date between Convergent Media Systems Corporation, a Georgia corporation ("Lessee"), with its principal office and initial address for notice at 190 Bluegrass Valley Pkwy., Alpharetta, GA 30005, and Huntington Technology Finance, Inc., a Delaware corporation ("Lessor"), with its principal office, initial address for notice, and initial address for payments at 2285 Franklin Rd., Suite 100, Bloomfield Hills, MI 48302.

AdvancePierre Foods Holdings, Inc. – Re: Tax Reimbursement Agreement (June 9th, 2017)

On April 25, 2017, AdvancePierre Foods Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement" and the transactions contemplated by the Merger Agreement, collectively, the "Transaction") with Tyson Foods, Inc., a Delaware corporation ("Parent"), and DVB Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub commenced a cash tender offer to acquire all of the outstanding shares of common stock of the Company at a price per share of $40.25 net to each seller in cash, without interest, subject to any applicable withholding taxes. The Company has determined it is appropriate to enter into this letter agreement (this "Agreement") with you in the event that you become subject to any Excise Tax (as defined below) in connection with or following the Transaction.

RenaissanceRe Holdings Ltd. – Fourth Amendment to Letter of Credit Reimbursement Agreement (May 26th, 2017)

This Fourth Amendment to Letter of Credit Reimbursement Agreement, dated as of May 25, 2017 (this Amendment), amends the Letter of Credit Reimbursement Agreement, dated as of November 23, 2015 (as previously amended, the Agreement), among Renaissance Reinsurance Ltd. (the Borrower), various lenders party thereto, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London Branch, as Letter of Credit Agent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Agreement.

LETTER OF CREDIT REIMBURSEMENT AGREEMENT Dated as of May 17, 2017 Between REINSURANCE GROUP OF AMERICA, INCORPORATED, as a Credit Party, and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Lender (May 19th, 2017)

This LETTER OF CREDIT REIMBURSEMENT AGREEMENT (Agreement) is entered into as of May 17, 2017, between REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the Company and a Credit Party), and each other Credit Party made a party to this Agreement pursuant to Section 2.10 and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the Lender).

Dated April 13, 2017 Zoetis Inc and Nexvet Biopharma Limited Expenses Reimbursement Agreement (April 18th, 2017)
Dated April 13, 2017 Zoetis Inc and Nexvet Biopharma Limited Expenses Reimbursement Agreement (April 18th, 2017)
Rodin Global Access Property Trust, Inc. – Form of Reimbursement Agreement (February 1st, 2017)

THIS REIMBURSEMENT AGREEMENT (this Agreement) is entered into as of [ ], 2017, by and among Rodin Global Property Trust, Inc. a Maryland corporation (the Company), Cantor Fitzgerald Investors, LLC, a Delaware limited liability company (the Sponsor), and, only with respect to Section 1.02(c) hereof, Rodin Global Property Trust OP Holdings, LLC, a Delaware limited liability company (the Special Unit Holder). Capitalized terms used herein shall have the meanings ascribed to them in Section 1.01 below.

Nexxus Lighting Inc – Reimbursement Agreement (February 1st, 2017)

This Reimbursement Agreement (this Agreement) is made as of January 26, 2017, by and among ROBERT V. LAPENTA (the Limited Recourse Guarantor), SEESMART, INC., a Delaware corporation (Seesmart Inc.), RELUME TECHNOLOGIES, INC., a Delaware corporation (Relume), TRI-STATE LED DE, LLC, a Delaware limited liability company (Tri-State), VALUE LIGHTING, LLC, a Delaware limited liability company (Value DE), ALL AROUND LIGHTING, L.L.C., a Texas limited liability company (All Around), REVOLUTION LIGHTING E-LIGHTING, INC., a Delaware corporation (RVL-E), ENERGY SOURCE, LLC, a Rhode Island limited liability company (Energy Source), TNT ENERGY LLC, a Massachusetts corporation (TNT Energy), REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation (Parent), LUMIFICIENT CORPORATION, a Minnesota corporation (Lumificient), SEESMART TECHNOLOGIES, LLC, a Delaware limited liability company (Seesmart LLC), and LIGHTING INTEGRATION TECHNOLOGIES, LLC, a Delaware limited liability company (LIT), and toge

Griffin Capital Essential Asset REIT II, Inc. – Cost Reimbursement Agreement (December 22nd, 2016)

This Cost Reimbursement Agreement (this "Agreement") dated as of the 19th day of December, 2016 and effective as of January 1, 2017 (the "Effective Date"), by and among each of Griffin Capital Essential Asset REIT II, Inc., a Maryland corporation (the "Company"), Griffin Capital Securities, LLC, a Delaware limited liability company (the "Dealer Manager"), Griffin Capital Essential Asset Advisor II, LLC, a Delaware limited liability company (the "Advisor"), Griffin Capital Corporation, a California corporation (the "Sponsor," and collectively with the Company, the Dealer Manager and the Advisor, the "Issuer Entities"), and American Enterprise Investment Services Inc. ("AEIS"). Capitalized terms used but not defined herein shall have the meanings ascribed to them under the Selected Dealer Agreement (as defined below).

Corporate Capital Trust II – Third Amendment to the Expense Support and Conditional Reimbursement Agreement (December 22nd, 2016)

This third amendment to the Amended and Restated Expense Support and Conditional Reimbursement Agreement (this "Third Amendment") is made as of December 22, 2016, by and among CORPORATE CAPITAL TRUST II, a Delaware statutory trust, ("Company"), CNL FUND ADVISORS II, LLC, a Delaware limited liability company ("CNL") and KKR CREDIT ADVISORS (US) LLC, a Delaware limited liability company ("KKR").

Hines Global Reit II, Inc. – Cost Reimbursement Agreement (December 14th, 2016)

This Cost Reimbursement Agreement (this "Agreement") dated as of the 8th day of December, 2016 and effective as of January 1, 2017 (the "Effective Date"), is made by and among each of Hines Global REIT II, Inc., a Maryland corporation (the "Company"), Hines Securities, Inc., a Delaware corporation (the "Dealer Manager"), Hines Global REIT II Advisors LP, a Texas limited partnership (the "Advisor"), (collectively, the "Issuer Entities") and American Enterprise Investment Services Inc. ("AEIS").

First Amendment to Letter of Credit and Reimbursement Agreement (November 29th, 2016)

THIS FIRST AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this "Amendment") dated as of November 23, 2016 is between QUALCOMM River Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (the "Company"), and Mizuho Bank, Ltd. (the "Bank").

RenaissanceRe Holdings Ltd. – Third Amendment to Letter of Credit Reimbursement Agreement (November 10th, 2016)

This Third Amendment to Letter of Credit Reimbursement Agreement, dated as of November 8, 2016 (this Amendment), amends the Letter of Credit Reimbursement Agreement, dated as of November 23, 2015 (as previously amended, the Agreement), among Renaissance Reinsurance Ltd. (the Borrower), various lenders party thereto, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London Branch, as Letter of Credit Agent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Agreement.

Industrial Property Trust Inc. – Cost Reimbursement Agreement (November 3rd, 2016)

This Cost Reimbursement Agreement (this Agreement) dated as of the 28th day of October, 2016 and effective as of January 1, 2017 (the Effective Date), by and among each of Industrial Property Trust Inc., a Maryland corporation (the Company), Dividend Capital Securities LLC, a Colorado limited liability company (the Dealer Manager), Industrial Property Advisors LLC, a Delaware limited liability company (the Advisor), Industrial Property Advisors Group LLC, a Delaware limited liability company (the Sponsor), (collectively, the Issuer Entities) and American Enterprise Investment Services Inc. (AEIS).

First Amendment to Letter of Credit Reimbursement Agreement (November 2nd, 2016)

This FIRST AMENDMENT TO LETTER OF CREDIT REIMBURSEMENT AGREEMENT (this "First Amendment") is entered into as of August 10, 2016, among Dynegy Inc., a Delaware corporation, as account party (the "Account Party"), Macquarie Energy LLC, a Delaware limited liability company ("MEL") and Macquarie Bank Limited, a bank incorporated under the laws of Australia ("MBL"). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the LC Reimbursement Agreement referred to below (as amended hereby). The Account Party, MEL and MBL are sometimes referred to herein collectively as the "Parties" and each individually as a "Party."

Fleetmatics Group plc – Dated July 30, 2016 Fleetmatics Group Plc and Verizon Communications Inc. Expenses Reimbursement Agreement (August 1st, 2016)
Fleetmatics Group plc – Dated July 30, 2016 Fleetmatics Group Plc and Verizon Communications Inc. Expenses Reimbursement Agreement (August 1st, 2016)
RenaissanceRe Holdings Ltd. – Second Amendment to Letter of Credit Reimbursement Agreement (July 27th, 2016)

This Second Amendment to Letter of Credit Reimbursement Agreement, dated as of May 20, 2016 (this "Amendment"), amends the Letter of Credit Reimbursement Agreement, dated as of November 23, 2015 (the "Agreement"), among Renaissance Reinsurance Ltd. (the "Borrower"), various lenders party thereto, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London Branch, as Letter of Credit Agent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Agreement.

Corporate Capital Trust II – First Amendment to the Expense Support and Conditional Reimbursement Agreement (May 13th, 2016)

This first amendment to the Amended and Restated Expense Support and Conditional Reimbursement Agreement (this "Amendment") is made as of May 10, 2016, by and among CORPORATE CAPITAL TRUST II, a Delaware statutory trust, ("Company"), CNL FUND ADVISORS II, LLC, a Delaware limited liability company ("CNL") and KKR CREDIT ADVISORS (US) LLC, a Delaware limited liability company ("KKR").

Amendment No. 1 to the Sixth Amended and Restated Credit and Reimbursement Agreement (May 9th, 2016)

AMENDMENT NO. 1 TO THE SIXTH AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this "Amendment") among The AES Corporation, a Delaware corporation (the "Borrower"), the Bank Parties listed on the signature pages hereto, CITIBANK, N.A., as administrative agent (the "Agent") and CITIBANK, N.A., as collateral agent, for the Bank Parties (the "Collateral Agent").

Continuing Reimbursement Agreement for Letters of Credit (April 26th, 2016)

This Continuing Reimbursement Agreement for Letters of Credit is made effective this 25th day of April, 2016 by and between U.S. BANK NATIONAL ASSOCIATION ("Bank") and THE CINCINNATI INSURANCE COMPANY ("Applicant").

AMENDED AND RESTATED REIMBURSEMENT AGREEMENT Dated as of November 14, 2014 as Amended and Restated as of February 19, 2016 Among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., CME MEDIA ENTERPRISES B.V., (February 22nd, 2016)

This Amended and Restated Reimbursement Agreement (this "Agreement"), dated as of November 14, 2014, as amended and restated as of February 19, 2016, is among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., an exempted limited company incorporated under the laws of Bermuda ("CME"), CME MEDIA ENTERPRISES B.V., a private company with limited liability incorporated under the laws of the Netherlands ("CME BV") and TIME WARNER INC., a Delaware corporation, as CME Credit Guarantor (the "CME Credit Guarantor") and Agent.

RenaissanceRe Holdings Ltd. – First Amendment to Letter of Credit Reimbursement Agreement (February 19th, 2016)

This First Amendment to Letter of Credit Reimbursement Agreement, dated as of December 10, 2015 (this "Amendment") amends the Letter of Credit Reimbursement Agreement, dated as of November 23, 2015 (the "Agreement"), among Renaissance Reinsurance Ltd. (the "Borrower"), various lenders party thereto, Bank of Montreal, as Documentation Agent, Citibank Europe plc, as Collateral Agent, and ING Bank N.V., London Branch, as Letter of Credit Agent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Agreement.

RenaissanceRe Holdings Ltd. – LETTER OF CREDIT REIMBURSEMENT AGREEMENT Dated as of November 23, 2015 Among RENAISSANCE REINSURANCE LTD. As Borrower, Various Lenders, BANK OF MONTREAL, as Documentation Agent, CITIBANK EUROPE PLC, as Collateral Agent, and ING BANK N.V., LONDON BRANCH, as Letter of Credit Agent BMO CAPITAL MARKETS CORP., CITIBANK EUROPE PLC and ING BANK N.V., as Joint Lead Arrangers and Joint Book Runners (November 25th, 2015)

This LETTER OF CREDIT REIMBURSEMENT AGREEMENT dated as of November 23, 2015 (this Agreement) is among RENAISSANCE REINSURANCE LTD., a Bermuda company (the Borrower), the Lenders (as defined below) and BANK OF MONTREAL, as Documentation Agent, CITIBANK EUROPE PLC, as Collateral Agent and ING BANK N.V., LONDON BRANCH, as Letter of Credit Agent.

Pledgor Fee and Reimbursement Agreement (November 13th, 2015)

THIS PLEDGOR FEE AND REIMBURSEMENT AGREEMENT (this "Agreement") is entered into as of this 13th day of August, 2015 between OmniComm Systems, Inc., a Delaware corporation ("OmniComm"), and Cornelis F. Wit, not individually but as trustee under the provisions of a trust agreement dated April 24, 2012, as amended and known as the Cornelis F. Wit Revocable Trust ("Wit", and his respective executors, heirs, personal and legal representatives, successors, and assigns, collectively referred to herein as "Pledgor").

ACTIVISION BLIZZARD, INC. KING DIGITAL ENTERTAINMENT PUBLIC LIMITED COMPANY EXPENSES REIMBURSEMENT AGREEMENT William Fry Solicitors (November 3rd, 2015)
Cheniere Energy Partners, LP – AMENDED AND RESTATED SENIOR WORKING CAPITAL REVOLVING CREDIT AND LETTER OF CREDIT REIMBURSEMENT AGREEMENT Dated as of September 4, 2015, Among SABINE PASS LIQUEFACTION, LLC as Borrower, THE BANK OF NOVA SCOTIA as Senior Issuing Bank and Senior Facility Agent, ABN AMRO CAPITAL USA LLC, HSBC BANK USA, NATIONAL ASSOCIATION and ING CAPITAL LLC as Senior Issuing Banks, SOCIETE GENERALE as Swing Line Lender, SOCIETE GENERALE as Common Security Trustee, and THE SENIOR LENDERS NAMED HEREIN as Senior Lenders, and for the Benefit of HSBC BANK USA, NATIONAL ASSOCIATION, ING CAPITAL LLC, MORGAN STANLEY BA (September 11th, 2015)

This AMENDED AND RESTATED SENIOR WORKING CAPITAL REVOLVING CREDIT AND LETTER OF CREDIT REIMBURSEMENT AGREEMENT dated as of September 4, 2015, is made among SABINE PASS LIQUEFACTION, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Borrower"), THE BANK OF NOVA SCOTIA, as Senior Issuing Bank and Senior Facility Agent, ABN AMRO CAPITAL USA LLC, HSBC BANK USA, NATIONAL ASSOCIATION and ING CAPITAL LLC, as Senior Issuing Banks, SOCIETE GENERALE, as Swing Line Lender, SOCIETE GENERALE, as the Common Security Trustee, and the SENIOR LENDERS party hereto from time to time and for the benefit of HSBC BANK USA, NATIONAL ASSOCIATION, ING CAPITAL LLC, MORGAN STANLEY BANK, N.A., and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arrangers, Joint Lead Bookrunners, and Co-Documentation Agents, ABN AMRO CAPITAL USA LLC, THE BANK OF NOVA SCOTIA, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and SOCIETE GENERALE, as Joint Lead Arrangers, Joint Lead Bookru

TALON International – Loan and Reimbursement Agreement (August 14th, 2015)

THIS LOAN AND REIMBURSEMENT AGREEMENT (this "Agreement") is made as of August 10, 2015, by and between Talon International, Inc., a Delaware corporation ("Borrower"), certain direct and indirect subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, (Borrower and such Guarantors sometimes are referred to herein collectively as the "Loan Parties" and individually as a "Loan Party") and Princess Investment Holdings Inc., a Delaware corporation ("Lender"), with reference to the following facts:

June 15, 2015 (June 22nd, 2015)

We are pleased to extend an offer of employment to you with Carpenter Technology Corporation. The terms of this agreement are contingent upon approval of the Human Resources Committee, and may be modified upon consultation with the Committee. Should you accept this offer, your position will be Senior Vice President Specialty Alloys Operations reporting to Tony R. Thene, Chief Executive Officer. You will work out of our Athens, Alabama location. Your first day of employment will be July 13, 2015. Highlights of your new position include: