Reimbursement Agreement Sample Contracts

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – DATED 15 June 2012 MELCO CROWN GAMING (MACAU) LIMITED and STUDIO CITY ENTERTAINMENT LIMITED REIMBURSEMENT AGREEMENT (September 7th, 2018)

MELCO CROWN GAMING (MACAU) LIMITED, a limited liability company by shares, with head office in Macau at Avenida Dr Mario Soares, No. 25, Edificio Montepio, 1st Floor, Room 13, registered in the Macau Commercial and Movable Assets Registry under no.24325, with share capital of MPO1,000,000,000.00 (one billion patacas) hereinafter referred to as Operator), and

Rodin Income Trust, Inc. – Reimbursement Agreement (August 14th, 2018)

THIS REIMBURSEMENT AGREEMENT (this "Agreement") is entered into as of May 2, 2018, by and among Rodin Income 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 Income 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.

First Amendment to Amended and Restated Reimbursement Agreement (July 5th, 2018)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this "Amendment"), dated as of June 29, 2018, is by and among iROBOT CORPORATION, a Delaware corporation (the "Borrower") and BANK OF AMERICA, N.A. (the "Lender"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Reimbursement Agreement.

Rodin Income Trust, Inc. – Reimbursement Agreement (June 14th, 2018)

THIS REIMBURSEMENT AGREEMENT (this "Agreement") is entered into as of May 2, 2018, by and among Rodin Income 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 Income 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.

Lyondellbasell Industries Nv – Reimbursement Agreement (June 5th, 2018)

Agreement, made June 4, 2018, between Stephen Doktycz (Executive) and Lyondell Chemical Company (the Company) (collectively, the Parties).

Southwest – Master Reimbursement Agreement (June 5th, 2018)

MASTER REIMBURSEMENT AGREEMENT for the Issuance of Standby Letters Of Credit (this "Agreement"), dated as of May 9, 2018, by and between CAPITAL SOUTHWEST CORPORATION, a Texas corporation (the "Borrower"), and ING CAPITAL LLC (the "Issuer" and together with the Borrower, the "Parties").

SECOND AMENDED AND RESTATED REIMBURSEMENT AGREEMENT Dated as of November 14, 2014 as Amended and Restated as of February 19, 2016 as Further Amended and Restated as of April 26, 2018 Among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., CME MEDIA ENTERPRISES B.V., (April 26th, 2018)

This Second Amended and Restated Reimbursement Agreement (this "Agreement"), dated as of November 14, 2014, as amended and restated as of February 19, 2016 (the "First Restatement Date") and as further amended and restated as of April 26, 2018 (the "Second Restatement Date"), 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.

Corporate Capital Trust II – Expense Support and Conditional Reimbursement Agreement (April 9th, 2018)

This Expense Support and Conditional Reimbursement Agreement (this "Agreement") is made as of April 9, 2018, by and between Corporate Capital Trust II, a Delaware statutory trust (the "Company") and FS/KKR ADVISOR, LLC, a Delaware limited liability company (the "Advisor").

AXA Equitable Holdings, Inc. – REIMBURSEMENT AGREEMENT Dated as of February 16, 2018 Among AXA EQUITABLE HOLDINGS, INC. As the Guarantor the SUBSIDIARY ACCOUNT PARTIES Party Hereto and COMMERZBANK AG, NEW YORK BRANCH, as LC Issuer (April 6th, 2018)

REIMBURSEMENT AGREEMENT dated as of February 16, 2018 among: AXA EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto and COMMERZBANK AG, NEW YORK BRANCH, as LC Issuer.

AXA Equitable Holdings, Inc. – REIMBURSEMENT AGREEMENT Dated as of February 16, 2018 Among AXA EQUITABLE HOLDINGS, INC. As the Guarantor the SUBSIDIARY ACCOUNT PARTIES Party Hereto and Citibank Europe PLC, as LC Issuer (April 6th, 2018)

REIMBURSEMENT AGREEMENT dated as of February 16, 2018 among: AXA EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto and Citibank Europe PLC, as LC Issuer.

AXA Equitable Holdings, Inc. – REIMBURSEMENT AGREEMENT Dated as of February 16, 2018 Among AXA EQUITABLE HOLDINGS, INC. As the Guarantor the SUBSIDIARY ACCOUNT PARTIES Party Hereto and LANDESBANK HESSEN-THURINGEN GIROZENTRALE, Acting Through Its New York Branch, as LC Issuer (April 6th, 2018)

REIMBURSEMENT AGREEMENT dated as of February 16, 2018 among: AXA EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto and LANDESBANK HESSEN-THURINGEN GIROZENTRALE, acting through its New York Branch, as LC Issuer.

AXA Equitable Holdings, Inc. – REIMBURSEMENT AGREEMENT Dated as of February 16, 2018 Among AXA EQUITABLE HOLDINGS, INC. As the Guarantor the SUBSIDIARY ACCOUNT PARTIES Party Hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as LC Issuer (April 6th, 2018)

REIMBURSEMENT AGREEMENT dated as of February 16, 2018 among: AXA EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as LC Issuer.

AXA Equitable Holdings, Inc. – REIMBURSEMENT AGREEMENT Dated as of February 16, 2018 Among AXA EQUITABLE HOLDINGS, INC. As the Guarantor the SUBSIDIARY ACCOUNT PARTIES Party Hereto and BARCLAYS BANK PLC, as LC Issuer (April 6th, 2018)

REIMBURSEMENT AGREEMENT dated as of February 16, 2018 among: AXA EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto and Barclays Bank PLC, as LC Issuer.

AXA Equitable Holdings, Inc. – REIMBURSEMENT AGREEMENT Dated as of February 16, 2018 Among AXA EQUITABLE HOLDINGS, INC. As the Guarantor the SUBSIDIARY ACCOUNT PARTIES Party Hereto and JPMORGAN CHASE BANK, N.A., as LC Issuer (April 6th, 2018)

REIMBURSEMENT AGREEMENT dated as of February 16, 2018 among: AXA EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto and JPMorgan Chase Bank, N.A., as LC Issuer.

AXA Equitable Holdings, Inc. – REIMBURSEMENT AGREEMENT Dated as of February 16, 2018 Among AXA EQUITABLE HOLDINGS, INC. As the Guarantor the SUBSIDIARY ACCOUNT PARTIES Party Hereto and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as LC Issuer (April 6th, 2018)

REIMBURSEMENT AGREEMENT dated as of February 16, 2018 among: AXA EQUITABLE HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto and Credit Agricole Corporate and Investment Bank, as LC Issuer.

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – DATED 15 June 2012 MELCO CROWN GAMING (MACAU) LIMITED and STUDIO CITY ENTERTAINMENT LIMITED REIMBURSEMENT AGREEMENT (March 23rd, 2018)

MELCO CROWN GAMING (MACAU) LIMITED, a limited liability company by shares, with head office in Macau at Avenida Dr Mario Soares, No. 25, Edificio Montepio, 1st Floor, Room 13, registered in the Macau Commercial and Movable Assets Registry under no.24325, with share capital of MPO1,000,000,000.00 (one billion patacas) hereinafter referred to as Operator), and

Employers Holdings Inc – Letter of Credit Reimbursement Agreement (March 15th, 2018)

WHEREAS, Member may desire from time to time to enter into Interest Rate Swap Agreements ("Swap Agreements") with counterparties other than Bank or to purchase mortgage loans from third parties or to accept certain public moneys for deposit from certain public agencies or instrumentalities or to enter into transactions for other purposes that encourage or assist asset/liability management or that facilitate transactions that promote home financing or housing activity; and

Re: Tax Reimbursement Agreement (February 1st, 2018)

On January 21, 2018, Juno Therapeutics, 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 Celgene Corporation, a Delaware corporation ("Parent"), and Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, Purchaser will commence a cash tender offer to acquire all of the outstanding shares of common stock of the Company at a price per share of $87.00 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.

AMENDED AND RESTATED PROMISSORY NOTE $961,550,000.00 Houston, Texas FOR VALUE RECEIVED, RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC, a Delaware Limited Liability Company ("Facility Lessee"), Whose Address Is 1111 Louisiana, Houston, Texas 77002, Hereby Promises to Pay to RELIANT ENERGY NORTHEAST HOLDINGS, INC., a Delaware Corporation ("Lender"), Whose Address Is 1111 Louisiana, Houston, Texas 77002, Nine Hundred Sixty-One Million Five Hundred Fifty Thousand and No/100 Dollars ($961,550,000.00), on January 1, 2029 (The "Maturity Date"), Together With Accrued and Unpaid Interest Thereon From (December 29th, 2017)
Rodin Income Trust, Inc. – Form of Reimbursement Agreement (November 30th, 2017)

THIS REIMBURSEMENT AGREEMENT (this Agreement) is entered into as of [ ], 2017, by and among Rodin Income 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 Income 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.

Jolley Marketing Inc – Management Reimbursement Agreement (November 17th, 2017)

THIS MANAGEMENT REIMBURSEMENT AGREEMENT (this "Agreement"), executed this 17th day of November 2017, is by and between Creative Medical Health, Inc., a Delaware corporation ("CMH"), Creative Medical Technology Holdings, Inc., a Nevada corporation ("CELZ"), and Creative Medical Technologies, Inc., a Nevada corporation ("CMT").

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).

Rodin Income Trust, Inc. – Form of Reimbursement Agreement (May 15th, 2017)

THIS REIMBURSEMENT AGREEMENT (this Agreement) is entered into as of [ ], 2017, by and among Rodin Income 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 Income 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.

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.