Shearman & Sterling Sample Contracts

AMENDMENT NO. 1 AND ADDITIONAL TERM ADVANCE AGREEMENT Dated as of February 24, 2012, Relating to the AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 12, 2011, Among THE KANSAS CITY SOUTHERN RAILWAY COMPANY, KANSAS CITY SOUTHERN, THE GUARANTORS NAMED THEREIN, THE LENDERS PARTY THERETO, THE ISSUING BANK AND SWINGLINE BANK NAMED THEREIN, THE BANK OF NOVA SCOTIA, as Collateral Agent and Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and COMPASS BANK JPMORGAN CHASE BANK, N.A. And MORGAN STANLEY BANK, N.A. As Co- Documentation Agents __________________ J.P. MORGAN SECURITIE (February 27th, 2012)

AMENDMENT NO 1. AND ADDITIONAL TERM ADVANCE AGREEMENT dated as of February 24, 2012 (this Agreement), relating to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 12, 2011 (the Credit Agreement), among The Kansas City Southern Railway Company, a Missouri corporation (the Borrower), Kansas City Southern, a Delaware corporation (Parent), the Subsidiary Guarantors party thereto, the Lenders party thereto, the Issuing Bank named therein, the Swing Line Bank named therein, The Bank of Nova Scotia, as collateral agent and administrative agent (in such capacity, the Administrative Agent), Bank of America, N.A., as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of Nova Scotia, as joint lead arrangers and joint bookrunning managers.

Lock Up and Plan Support Agreement (November 5th, 2009)

(each of the members of the Senior Group, the Debtor Parties and the New Entities individually a Party, and collectively, the Parties).

Kansas City Southern Common Stock ($.01 Par Value) ATM EQUITY OFFERINGSM SALES AGREEMENT (May 1st, 2009)
Contract (November 16th, 2006)

EXHIBIT 10.1 FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT November 15, 2006 Gentlemen: The undersigned (the "Investor") hereby confirms its agreement with you as follows: 1. This Subscription Agreement (this "Agreement") is made as of the date set forth below between Dendreon Corporation, a Delaware corporation (the "Company"), and the Investor. 2. The Company has authorized the sale and issuance to certain investors of up to an aggregate of 9,890,110 shares (the "Shares") of its Common Stock, par value $0.001 per share (the "Common Stock"), subject to adjustment by the Company's Board of Directors, or a committee thereof, for a purchase price of $4.55 per share (the "Purchase Price"). 3. The offering and sale of the Shares (the "Offering") is being made pursuant to (1) an effective Registration Statement on Form S-3 (Registration No. 333-127521) filed by the Company with the Securities and Exchange Commission (the "

Endeavor International Corporation – Contract (November 7th, 2006)

Page ---- ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS............................. 1 Section 1.01. Terms Defined Above.................................... 1 Section 1.02. Certain Defined Terms.................................. 2 Section 1.03. Types of Loans and Borrowings.......................... 30 Section 1.04. Terms Generally; Rules of Construction................. 30 Section 1.05. Accounting Terms and Determinations; GAAP-IFRS......... 31 ARTICLE II THE CREDITS................................................... 31 Section 2.01. Commitments............................................ 31 Section 2.02. Loans and Borrowings................................... 31 Section 2.03. Request for Borrowing.................................. 32 Section 2.04. Interest El

Contract (August 29th, 2006)

EXHIBIT 10.1 EXECUTION VERSION - -------------------------------------------------------------------------------- AMENDED AND RESTATED CREDIT AGREEMENT among BE AEROSPACE, INC., CERTAIN LENDERS, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agents Dated as of August 24, 2006 - -------------------------------------------------------------------------------- J.P. MORGAN SECURITIES INC., UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunne

Contract (July 31st, 2006)

EXHIBIT 10.1 EXECUTION VERSION - ------------------------------------------------------------------------------- CREDIT AGREEMENT among BE AEROSPACE, INC., CERTAIN LENDERS, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agents Dated as of July 26, 2006 - ------------------------------------------------------------------------------- J.P. MORGAN SECURITIES INC., UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead

Contract (June 29th, 2006)

Exhibit 10.1 U.S. $2,400,000,000 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Dated as of June 23, 2006 Among OMNICOM FINANCE INC. OMNICOM CAPITAL INC. and OMNICOM FINANCE PLC as Borrowers OMNICOM GROUP INC. as Guarantor THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC. as Lead Arrangers and Book Managers ABN AMRO BANK N.V. as Syndication Agent

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

Contract (May 10th, 2006)

Exhibit 10.1 AMENDMENT NO. 3 AMENDMENT NO. 3 dated as of May 9, 2006 (this "Amendment No. 3") to the Fourth Amended and Restated Credit Agreement dated as of February 7, 2005, (as so amended and supplemented, and as otherwise amended, supplemented and modified to the date hereof, the "Credit Agreement"), among Spectrum Brands, Inc., formerly known as Rayovac Corporation, a Wisconsin corporation (the "U.S. Borrower"), Varta Consumer Batteries GmbH & Co. KGaA, a German partnership limited by shares (the "Euro Borrower"), Rayovac Europe Limited, a limited liability company (the "UK Borrower" and, with the Euro Borrower, each a "Subsidiary Borrower" and collectively, the "Subsidiary Borrowers" and the Subsidiary Borrowers, with the U.S. Borrower, each a "Borrower" and collectively, the "Borrowers"), each lender from time to time party thereto (collectively, the "Lenders" and individually, a "Lender"), Citicorp North America, Inc., as S

Contract (May 8th, 2006)

EXHIBIT 10.1 ------------ EXECUTION VERSION CREDIT AGREEMENT Dated as of May 2, 2006 Among ALLEGHENY ENERGY SUPPLY COMPANY, LLC, as Borrower, and THE INITIAL LENDERS, THE SWING LINE BANK AND INITIAL ISSUING BANK NAMED HEREIN, as Initial Lenders, Swing Line Bank and Initial Issuing Bank, and CITICORP USA, INC., as Administrative Agent ________________________________________________________________________________ CITIGROUP GLOBAL THE BANK OF NOVA BANC OF AMERICA MARKETS INC., SCOTIA,

RenaissanceRe Holdings Ltd. – Third Amended and Restated Credit Agreement (April 11th, 2006)
Contract (March 16th, 2006)

Exhibit 10.3 EXECUTION COPY - ------------------------------------------------------------------------------ INTERIM LOAN AGREEMENT dated as of March 10, 2006 among HEALTHSOUTH CORPORATION, The Subsidiary Guarantors Party Hereto, The Lenders Party Hereto, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent, CITICORP NORTH AMERICA, INC. and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents, and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, GOLDMAN SACHS CREDIT PAR

Contract (February 2nd, 2006)

EXHIBIT 10.1 EXECUTION COPY R.H. DONNELLEY CORPORATION $365,000,000 aggregate principal amount at maturity 6.875% Series A-1 Senior Discount Notes Due 2013 $660,000,000 aggregate principal amount at maturity 6.875% Series A-2 Senior Discount Notes Due 2013 $1,210,000,000 8.875% Series A-3 Senior Notes Due 2016 REGISTRATION RIGHTS AGREEMENT New York, New York January 27, 2006 J.P. Morgan Securities Inc. Bear, Stearns & Co. Inc. Credit Suisse Securities (USA) LLC As Representatives of the several Initial Purchasers named in Schedule I attached hereto c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: R.H.

Madison River Capital Llc – Contract (February 1st, 2006)

Exhibit 10.1 EXECUTION COPY MADISON RIVER CAPITAL, LLC AMENDMENT NO. 1 AND WAIVER Dated as of January 27, 2006 AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AND WAIVER (this "Amendment"), among MADISON RIVER CAPITAL, LLC, a Delaware limited liability company (the "Borrower"), the banks, financial institutions and other lenders party hereto, LEHMAN COMMERCIAL PAPER INC., as administrative agent (the "Administrative Agent"), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Arranger. W I T N E S S E T H: WHEREAS, the Borrower, Madison River Telephone Company LLC, as Holdings, the other Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the other Agents party thereto are parties to that certain Credit Agreement dated as of July 29, 2005 (as amended, supplemented or other

Autocam – Contract (December 27th, 2005)

FISCAL QUARTER ENDING FIRST LIEN LEVERAGE RATIO - --------------------- ------------------------- December 31, 2005 3.00:1.00 March 31, 2006 3.00:1.00 June 30, 2006 3.00:1.00 September 30, 2006 3.00:1.00 December 31, 2006 3.00:1.00 March 31, 2007 3.00:1.00 June 30, 2007 3.00:1.00 September 30, 2007 3.00:1.00 December 31, 2007 2.50:1.00 March 31, 2008 2.50:1.00 June 30, 2008 2.50:1.00 September 30, 2008 2.50:1.00 December 31, 2008 and each Fiscal Quarter thereafter

Contract (October 25th, 2005)

Page ---- SECTION 1. Representations and Warranties.................................... 2 (a) Representations and Warranties by the Partnership and the Guarantor............................................... 2 (i) Offering Circular.................................. 2 (ii) Incorporated Documents............................. 3 (iii) Independent Accountants............................ 3 (iv) Financial Statements............................... 3 (v) No Material Adverse Change in Business............. 3 (vi) Formation of the Partnership; Due Organization/ Registration of the Partners............

LabOne – Contract (August 8th, 2005)

Exhibit 10.11 EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 8, 2005, by and between LabOne, Inc. a Missouri corporation (the "Company"), and PHILIP A. SPENCER ("Executive"). WHEREAS, Quest Diagnostics, Inc., a Delaware corporation, ("Parent"), Fountain, Inc., a Missouri corporation and a wholly owned subsidiary of Parent ("Purchaser") and the Company have entered into an Agreement and Plan of Merger, dated as of August 8, 2005 (the "Merger Agreement"); WHEREAS, pursuant to the terms of the Merger Agreement, Parent and the Company will enter into a business combination transaction pursuant to which Purchaser will merge with and into the Company, with the Company being the surviving corporation; WHEREAS, Executive is currently employed by the Company, pursuant to an Employment Agreement dated as of November 1, 2003 (the "Prior Agreement"); and WHEREAS, subject to the consummation of the transactions contemplated by the M

Contract (July 27th, 2005)

Exhibit 10.1 EXECUTION COPY _____________________________________________________________________________ CREDIT AGREEMENT Dated as of July 21, 2005 Among ALLEGHENY ENERGY SUPPLY COMPANY, LLC, THE OTHER PERSONS REFERRED TO HEREIN AS LOAN PARTIES, EACH OF THE LENDERS, CITICORP NORTH AMERICA, INC., as Administrative Agent, and CITIBANK, N.A., as Collateral Agent and Intercreditor Agent _______________________________________________________________________

Contract (June 22nd, 2005)

EXHIBIT 10.1 EXECUTION COPY $700,000,000 CREDIT AGREEMENT Dated as of June 16, 2005 Among ALLEGHENY ENERGY, INC., and ALLEGHENY ENERGY SUPPLY COMPANY, LLC, as Borrowers and THE INITIAL LENDERS AND INITIAL ISSUING BANK NAMED HEREIN, as Initial Lenders and Initial Issuing Bank and CITICORP NORTH AMERICA, INC., as Administrative Agent _______________________________________________________________________________ CITIGROUP GLOBAL MARKETS INC., THE BANK OF NOVA SCOTIA, as Joint Le

Contract (June 22nd, 2005)

Exhibit 10.1 EXECUTION COPY $1,000,000,000 364-DAY CREDIT AGREEMENT Dated as of June 21, 2005 Among SPRINT CORPORATION and SPRINT CAPITAL CORPORATION as Borrowers THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC. as Joint Lead Arrangers and Book Managers JPMORGAN CHASE BANK, N.A.

Contract (June 7th, 2005)

PAGE ---- RECITALS.................................................................................. 1 ARTICLE I DEFINITIONS..................................................................... 2 SECTION 1.1. Definitions of Certain Terms........................................ 2 SECTION 1.2. Interpretation...................................................... 20 ARTICLE II FIRST CLOSING, PURCHASE, SALE AND ASSUMPTION................................... 21 SECTION 2.1. Purchase and Sale of FDS Assets and the Prime Stock................. 21 SECTION 2.2. Assumption of FDS Liabilities....................................... 21 SECTION 2.3. FDS Purchase Price; FDS Purchase Price

Headwaters Incorporated – Contract (June 1st, 2005)

EXECUTION COPY AMENDMENT NO. 3 TO THE CREDIT AGREEMENT Dated as of May 19, 2005 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this "Amendment No. 3") among Headwaters Incorporated, a Delaware corporation, (the "Borrower"), the Lenders (as hereinafter defined) party hereto, Morgan Stanley & Co. Incorporated ("MS&Co."), as collateral agent (the "Collateral Agent"), and Morgan Stanley Senior Funding, Inc. ("Morgan Stanley"), as administrative agent (the "Administrative Agent"; together with the Collateral Agent, the "Agents"). PRELIMINARY STATEMENTS: (1) The Borrower, certain financial institutions and other persons from time to time parties thereto (collectively, the "Lenders"), the Agents, JPMorgan Chase Bank, N.A. ("JPMCB") (as successor to JPMorgan Chase Bank), as syndication agent, and Morgan Stanley and J.P. Morgan Securities Inc., as joint lead arrangers and joint bookrunners, have entere

RenaissanceRe Holdings Ltd. – Second Amended and Restated Credit Agreement (June 1st, 2005)
Contract (May 27th, 2005)

Exhibit 10.2 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Dated as of May 23, 2005 OMNICOM FINANCE INC., a Delaware corporation ("OFI"), OMNICOM CAPITAL INC., a Connecticut corporation ("OCI"), and OMNICOM FINANCE PLC, a corporation organized under the laws of England and Wales ("OFP"; OFI, OCI and OFP are each a "Borrower" and collectively, the "Borrowers"), OMNICOM GROUP INC., a New York corporation (the "Guarantor"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and initial issuing banks (the "Initial Issuing Banks") listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC., as lead arrangers and book managers, ABN AMRO BANK N.V., as syndication agent, JPMORGAN CHASE BANK, N.A. and HSBC BANK USA, N.A., as documentation agents, and CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent")

Contract (May 13th, 2005)
Contract (May 10th, 2005)

Exhibit 10 May 4, 2005 Mr. David W. Heleniak Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Dear David, I am pleased to extend to you an offer of employment as a Vice Chairman and a Managing Director of Morgan Stanley. You will begin employment with Morgan Stanley on May 16, 2005 (the "Start Date"). You will report to the Chief Executive Officer and will be a member of the Firm's Management Committee or any successor committee thereto (the "Management Committee"). Your principal office will be located in Manhattan, New York in Morgan Stanley's principal executive offices. You will be responsible for working with the Chief Executive Officer on corporate policy and direction - particularly strategy, clients, external presence, and government relations and all legal and regulatory matters. You will also have critical client responsibilities for investment banking clients, focusing on U.S. clients (principally Fortune 100-type companies) and on international clients

Toyota Motor Credit Corp – Contract (April 4th, 2005)

================================================================================ EXECUTION COPY 364 DAY CREDIT AGREEMENT Dated as of March 30, 2005 among TOYOTA MOTOR CREDIT CORPORATION and TOYOTA CREDIT DE PUERTO RICO CORP., as the Borrowers, CITICORP USA, INC., as Administrative Agent, and The Other Lenders Party Hereto -------------------------------------------- CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers and J

Headwaters Incorporated – Contract (March 17th, 2005)

Exhibit 10.93 AMENDMENT NO. 2 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE PLEDGE AND SECURITY AGREEMENT Dated as of March 14, 2005 AMENDMENT NO. 2 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE PLEDGE AND SECURITY AGREEMENT (this "Amendment No. 2") among Headwaters Incorporated, a Delaware corporation, (the "Borrower"), the Lenders (as hereinafter defined) party hereto, Morgan Stanley & Co. Incorporated ("MS&Co."), as collateral agent (the "Collateral Agent") and Morgan Stanley Senior Funding, Inc. ("Morgan Stanley"), as administrative agent (the "Administrative Agent"; together with the Collateral Agent, the "Agents"). PRELIMINARY STATEMENTS: (1) The Borrower, certain financial institutions and other persons from time to time parties thereto (collectively, the "Lenders"), the Agents, JPMorgan Chase Bank, N.A. ("JPMCB") (as successor to JPMorgan Chase Bank)

York International – Contract (March 14th, 2005)
The Walt Disney Company – Contract (February 25th, 2005)

EXHIBIT 10(b) EXECUTION COPY LETTER AMENDMENT February 23, 2005 To the Banks parties to the Credit Agreement referred to below Gentlemen: We refer to the Five Year Credit Agreement dated as of February 25, 2004 (the "Credit Agreement") among the undersigned, you and Citicorp USA, Inc., as your Agent. Unless otherwise defined herein, the terms defined in the Credit Agreement shall be used herein as therein defined. It is hereby agreed by you and us that Section 3.01(b) of the Credit Agreement is, effective as of the date first above written, hereby amended by deleting in the sixth line thereof the words "the date which occurs one year from the date of its Issuance but in any event prior to the first anniversary of" and substituting for such words the words "thirty days prior to". On an

Contract (February 23rd, 2005)

WACHOVIA CAPITAL MARKETS, LLC MORGAN STANLEY GOLDMAN SACHS CREDIT WACHOVIA INVESTMENT SENIOR FUNDING, INC. PARTNERS L.P. HOLDINGS, LLC 1585 Broadway 85 Broad Street WACHOVIA BANK, NATIONAL New York, New York 10036 New York, New York 10004 ASSOCIATION One Wachovia Center 301 South College Street Charlotte, North Carolina 28288-0737

Contract (February 14th, 2005)
Contract (January 19th, 2005)

EXHIBIT 10.1 EXECUTION COPY R.H. DONNELLEY INC. $300,000,000 6.875% SENIOR NOTES DUE 2013 REGISTRATION RIGHTS AGREEMENT New York, New York January 14, 2005 Bear, Stearns & Co. Inc. J.P. Morgan Securities Inc. c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: R.H. Donnelley Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), proposes, among other things, to issue and sell to Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc. (the "Initial Purchasers"), $300,000,000 aggregate principal amount of its 6.875% Senior Notes due 2013 (the "Notes") upon the terms set forth in a purchase agreement dated January 11, 2005

Mpower Holding Corp – Contract (January 6th, 2005)

Exhibit 10.02 INVESTOR RIGHTS AGREEMENT INVESTOR RIGHTS AGREEMENT, dated as of January 1, 2005 at 1:00 am Eastern Standard Time, by and between MPOWER HOLDING CORPORATION, a Delaware corporation (the "Mpower"), MCCC ICG HOLDINGS LLC, a Delaware limited liability company ("Parent") and ICG Communications, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("ICG" and together with Parent, the "ICG Parties"). WHEREAS, pursuant to that certain Asset Purchase Agreement dated October 22, 2004 (the "Purchase Agreement"), between Mpower, Mpower Communications Corp., Parent and ICG, ICG is receiving (i) 10,740,030 shares of Mpower's common stock, par value $.001 per share (the "Common Stock") and (ii) warrants to acquire 2,000,000 shares of Common Stock at an exercise price equal to $1.383 (the "Warrants"); and WHEREAS, pursuant to that certain Subscription Agreement dated January 1, 2005 (the