Tennessee Sample Contracts

Cooperation Agreement (April 25th, 2018)

This COOPERATION AGREEMENT (the "Agreement"), dated as of April 24, 2018 is made and entered into by GENESCO INC., a Tennessee corporation (the "Company") and LEGION PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company, (together with its Affiliates "Legion Partners"), 4010 CAPITAL, LLC, a Delaware limited liability company (together with its Affiliates "4010") and each of the other persons listed on the signature page hereto (collectively with Legion Partners, 4010 and together with any other Affiliates of Legion Partners and 4010 who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the "Investor Group" and each individually, an "Investor").

Term Loan Agreement (April 25th, 2018)
BROOKDALE SENIOR LIVING INC. AMENDED AND RESTATED TIER I SEVERANCE PAY POLICY as Amended and Restated Effective April 15, 2018 (April 24th, 2018)

This Policy amends and restates in its entirety that certain Severance Pay Policy, Tier I, effective as of August 6, 2010, as previously amended by Amendment No. 1 dated April 23, 2015, Amendment No. 2 dated August 3, 2015, and Amendment No. 3 dated January 19, 2017. On March 1, 2018, the Committee approved certain amendments to the amounts of Severance Pay (as defined herein) under the Policy, with such amendments to become effective April 15, 2018 and December 13, 2018, as applicable. This Policy, as amended and restated, incorporates such amendments and certain other clarifying and administrative amendments approved by the Committee subsequent to March 1, 2018.

Indemnification Agreement (April 24th, 2018)

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of April 19, 2018, between PROVECTUS Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and Ed Pershing ("Indemnitee").

Indemnification Agreement (April 24th, 2018)

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of April 19, 2018, between PROVECTUS Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and John W. "Jack" Lacey, III, MD ("Indemnitee").

Cross Guarantee Agreement (April 24th, 2018)

This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the "Guarantors" and individually, a "Guarantor"), for the benefit of the Guaranteed Parties (as defined below).

Brookdale Senior Living Inc. Employment Agreement (April 24th, 2018)

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of March 1, 2018 (the "Effective Date"), by and between Brookdale Senior Living Inc., a Delaware corporation (the "Company"), and Lucinda M. Baier ("Executive"). Where the context permits, references to "the Company" shall include the Company and any successor of the Company.

UBS Commercial Mortgage Trust 2017-C6 – Contract (April 24th, 2018)
Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (April 23rd, 2018)
PBF Logistics LP – KNOXVILLE TERMINALS PURCHASE AGREEMENT BY AND BETWEEN CUMMINS TERMINALS, INC. AND PBF LOGISTICS PRODUCTS TERMINALS LLC DATED April 16, 2018 (April 20th, 2018)

This Purchase Agreement (this Purchase Agreement) is made and entered into effective as of this 16th day of April, 2018 (the Effective Date), by and between Cummins Terminals, Inc., a corporation organized under the laws of the State of Tennessee, having its principal office at 901 North Roan Street, Johnson City, TN 37601 (Seller), and PBF Logistics Products Terminals LLC, a limited liability company organized under the laws of the State of Delaware, having its office at One Sylvan Way, Parsippany, NJ 07054 (Buyer). Each of Seller and Buyer is referred to herein individually as a Party and collectively as the Parties.

Commerce Union Bancshares, Inc. – Employment Agreement (April 20th, 2018)

THIS EMPLOYMENT AGREEMENT is made and entered into effective as of April 15, 2018 (the "Effective Date"), by and between Reliant Bank, a banking corporation organized under the laws of the State of Tennessee ("Bank"), and Terry M. Todd, a resident of the State of Tennessee ("Executive"). Bank and Executive are sometimes referred to herein collectively as the "Parties," and each is sometimes referred to herein individually as a "Party."

Commerce Union Bancshares, Inc. – Employment Agreement (April 20th, 2018)

THIS EMPLOYMENT AGREEMENT is made and entered into effective as of April 15, 2018 (the "Effective Date"), by and between Reliant Bancorp, Inc., a Tennessee corporation ("Company"), and James Daniel Dellinger, a resident of the State of Tennessee ("Executive"). Company and Executive are sometimes referred to herein collectively as the "Parties," and each is sometimes referred to herein individually as a "Party."

Cco Holdings Llc – Cross-Reference Table* (April 20th, 2018)

NINTH SUPPLEMENTAL INDENTURE dated as of April 17, 2018 (the Supplemental Indenture) among Charter Communications Operating, LLC, a Delaware limited liability company (and any successor Person thereto, CCO), Charter Communications Operating Capital Corp., a Delaware corporation (Capital Corp and, together with CCO, the Issuers), CCO Holdings, LLC, a Delaware limited liability company (CCO Holdings), the subsidiary guarantors party hereto (together with CCO Holdings, the Note Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee (and together with its successors in such capacity, the Trustee) and as Collateral Agent (and together with its successors in such capacity, the Collateral Agent).

Commerce Union Bancshares, Inc. – Employment Agreement (April 20th, 2018)

THIS EMPLOYMENT AGREEMENT is made and entered into effective as of April 15, 2018 (the "Effective Date"), by and among Reliant Bancorp, Inc., a Tennessee corporation ("Company"), Reliant Bank, a banking corporation organized under the laws of the State of Tennessee ("Bank"), and Louis E. Holloway, a resident of the State of Tennessee ("Executive"). Company, Bank, and Executive are sometimes referred to herein collectively as the "Parties," and each is sometimes referred to herein individually as a "Party."

Commerce Union Bancshares, Inc. – Employment Agreement (April 20th, 2018)

THIS EMPLOYMENT AGREEMENT is made and entered into effective as of April 15, 2018 (the "Effective Date"), by and between Reliant Bank, a banking corporation organized under the laws of the State of Tennessee ("Bank"), and John R. Wilson, a resident of the State of Tennessee ("Executive"). Bank and Executive are sometimes referred to herein collectively as the "Parties," and each is sometimes referred to herein individually as a "Party."

Commerce Union Bancshares, Inc. – Employment Agreement (April 20th, 2018)

THIS EMPLOYMENT AGREEMENT is made and entered into effective as of April 15, 2018 (the "Effective Date"), by and among Reliant Bancorp, Inc., a Tennessee corporation ("Company"), Reliant Bank, a banking corporation organized under the laws of the State of Tennessee ("Bank"), and DeVan D. Ard, Jr., a resident of the State of Tennessee ("Executive"). Company, Bank, and Executive are sometimes referred to herein collectively as the "Parties," and each is sometimes referred to herein individually as a "Party."

Amended and Restated Charter Of (April 18th, 2018)

Under the authority of Section 48-20-101, et. al., of the Tennessee Business Corporation Act, as amended, the undersigned corporation adopts the following Amended and Restated Charter:

Pinnacle Financial Partners, Inc. 2018 Omnibus Equity Incentive Plan (April 18th, 2018)
Contract (April 18th, 2018)
American Realty Capital Healthcare Trust II, Inc. – Environmental Indemnity Agreement (April 16th, 2018)

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is made as of April 10, 2018, by ARHC HDLANCA01, LLC, ARHC NHCANGA01, LLC, ARHC FMMUNIN03, LLC, ARHC BMLKWCO01, LLC, ARHC ECMCYNC01, LLC, ARHC ECCPTNC01, LLC, ARHC LPELKCA01, LLC, ARHC MMTCTTX01, LLC, ARHC MRMRWGA01, LLC, ARHC OLOLNIL01, LLC, ARHC PPHRNTN01, LLC, ARHC SMERIPA01, LLC, ARHC AMGLNAZ02, LLC, ARHC PHNLXIL01, LLC, ARHC AMGLNAZ01, LLC, ARHC SFSTOGA01, LLC, ARHC VCSTOGA01, LLC, ARHC WLWBYMN01, LLC, ARHC AHPLYWI01, LLC, and ARHC PRPEOAZ03, LLC, each a Delaware limited liability company (individually and collectively, as the context may require, the "Borrower") and HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 ("Guarantor"); Borrower and Guarantor hereinafter referred to, individually and collectively, as the context may require, as "Indemnitor"), in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, having a

KSIX Media Holdings, Inc. – AGREEMENT AND PLAN OF REORGANIZATION Among SURGE HOLDINGS, INC. TRUE WIRELESS ACQUISITION, INC. And TRUE WIRELESS, INC. AGREEMENT AND PLAN OF REORGANIZATION (April 16th, 2018)

This Agreement and Plan of Reorganization (hereafter the "Agreement") is entered into effective as of the Effective Date (as defined below) by and among Surge Holdings, Inc., a Nevada Corporation (hereinafter "Parent"), True Wireless Acquisition, Inc., a newly formed Nevada corporation (hereafter "Acquisition Sub"), True Wireless, Inc., an Oklahoma corporation formerly True Wireless, LLC, an Oklahoma limited liability company (hereafter "TW") and Kevin Brian Cox, the President and a majority interest holder in TW, (hereafter "Cox").

American Realty Capital Healthcare Trust II, Inc. – Guaranty Agreement (April 16th, 2018)

THIS GUARANTY AGREEMENT (this "Guaranty") is made as of April 10, 2018, by HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 ("Guarantor") in favor of KeyBank National Association, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, "Lender").

American Realty Capital Healthcare Trust II, Inc. – Promissory Note A-2 Loan Terms Table (April 16th, 2018)

Borrower: individually, collectively, jointly and severally, the following, each of which is a Delaware limited liability company

American Realty Capital Healthcare Trust II, Inc. – LOAN AGREEMENT Dated as of April 10, 2018 Between (April 16th, 2018)

THIS LOAN AGREEMENT is made as of April 10, 2018 (this "Agreement"), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 ("Lender") and ARHC HDLANCA01, LLC, ARHC NHCANGA01, LLC, ARHC FMMUNIN03, LLC, ARHC BMLKWCO01, LLC, ARHC ECMCYNC01, LLC, ARHC ECCPTNC01, LLC, ARHC LPELKCA01, LLC, ARHC MMTCTTX01, LLC, ARHC MRMRWGA01, LLC, ARHC OLOLNIL01, LLC, ARHC PPHRNTN01, LLC, ARHC SMERIPA01, LLC, ARHC AMGLNAZ02, LLC, ARHC PHNLXIL01, LLC, ARHC AMGLNAZ01, LLC, ARHC SFSTOGA01, LLC, ARHC VCSTOGA01, LLC, ARHC WLWBYMN01, LLC, ARHC AHPLYWI01, LLC, and ARHC PRPEOAZ03, LLC, each a Delaware limited liability company, and each having its principal place of business at 405 Park Avenue, New York, New York 10022 (individually, collectively, jointly and severally, as the context requires, "Borrower").

American Realty Capital Healthcare Trust II, Inc. – Promissory Note A-1 Loan Terms Table (April 16th, 2018)

Borrower: individually, collectively, jointly and severally, the following, each of which is a Delaware limited liability company

Hanover Capital Mortgage Holdings, Inc. – Indenture (April 16th, 2018)

This INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the "Indenture"), is made and entered into as of February 9, 2018, and effective as of February 12, 2018 (the "Closing Date"), by and among Ditech Agency Advance Trust, a statutory trust organized under the laws of the State of Delaware (the "Issuer"), WELLS FARGO BANK, N.A., a national banking association, in its capacity as Indenture Trustee (the "Indenture Trustee"), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), DITECH FINANCIAL LLC (formerly known as Green Tree Servicing LLC), a limited liability company organized in the State of Delaware, ("Ditech"), as Servicer (as defined below) and as owner of the servicing rights under the Designated Servicing Agreements and as Administrator (as defined below), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC ("Credit Suisse"), a Delaware limited liability company, as Administrative Agent (as de

Rex Energy Corporation – Term Loan Credit Agreement Dated as of April 28, 2017 Among Rex Energy Corporation, as Borrower, Angelo, Gordon Energy Servicer, Llc, as Administrative Agent and Collateral Agent, and the Lenders Party Hereto (April 13th, 2018)

THIS TERM LOAN CREDIT AGREEMENT dated as of April 28, 2017 is among: Rex Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the "Borrower"); each of the Lenders from time to time party hereto; the Issuing Bank; Angelo, Gordon Energy Servicer, LLC, as administrative agent for the Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the "Administrative Agent"), and Angelo, Gordon Energy Servicer, LLC, as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent").

Special PROJECT LOAN AGREEMENT BETWEEN PINNACLE BANK AND OPTICAL CABLE CORPORATION (April 13th, 2018)

SECTION 1. The Special Project Revolving Credit Facility 1.1. Advances Under Special Project Revolving Credit Facility 1 1.2. Procedure for Requesting Advances 2 1.3. Interest on and Principal of Advances 2 1.4. Special Project Revolving Credit Note; Use of Proceeds 2 1.5. Payments from Special Deposit Account 3 1.6. Voluntary Prepayments 3 1.7 Commitment Fee 3 SECTION 2. General Provisions Applicable to this Agreement, the special Project Revolving Credit Note, AND the Advances 2.1. Interest Calculation 3 2.2. Late Charges 3 2.3. Loan Payments 3 2.4. I

Fourth Loan Modification Agreement (April 13th, 2018)

THIS FOURTH LOAN MODIFICATION AGREEMENT, is made as of the 10th day of April, 2018, by and between OPTICAL CABLE CORPORATION, a Virginia corporation (the "Borrower"), and PINNACLE BANK, a Tennessee banking corporation, successor in interest through name change and by merger with Bank of North Carolina (the "Lender").

Special Project Revolving Credit Note (April 13th, 2018)

FOR VALUE RECEIVED, OPTICAL CABLE CORPORATION, a Virginia corporation (the "Borrower"), hereby promises to pay to the order of PINNACLE BANK, a Tennessee banking corporation (the "Lender"), at the times and in the manner hereinafter set forth, the principal sum of SIX MILLION DOLLARS ($6,000,000.00) (the "Special Project Revolving Credit Facility") or so much thereof as may be advanced under the Special Project Loan Agreement (as hereinafter defined) and remain unpaid, together with accrued interest, at the rate or rates hereinafter set forth, on the unpaid principal balance hereof from time to time, from the date of this Note through and including the date the entire unpaid principal balance hereof has been indefeasibly paid in full. The fact that there may be no unpaid balance outstanding at any particular time shall not affect the continuing validity of this Note.

First Mid-Illinois Bancshares, Inc. – Fifth Amended and Restated Credit Agreement (April 13th, 2018)

This Fifth Amended and Restated Credit Agreement (the "Agreement") is entered into as of 13th day of April, 2018 between FIRST MID-ILLINOIS BANCSHARES, INC., a Delaware corporation (the "Borrower"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation (the "Lender").

Franklin Financial Network Inc. – Franklin Financial Network, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan (April 13th, 2018)

COMES NOW, Franklin Financial Network, Inc., a Tennessee Corporation (the Corporation), this 12th day of April, 2018, to adopt the Franklin Financial Network, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan (the Plan).

Employment Agreement (April 11th, 2018)

THIS EMPLOYMENT AGREEMENT ("Agreement"), effective [April 1, 2018] ("Effective Date"), is made and entered into by and between DOLLAR GENERAL CORPORATION (the "Company"), and [Name of Executive Vice President] ("Employee").

Benchmark 2018-B3 Commercial Mortgage Trust – Co-Lender Agreement (April 10th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of February 27, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

SEVENTH SUPPLEMENTAL INDENTURE Dated as of April 10, 2018 Supplementing That Certain INDENTURE Dated as of July 12, 2012 Between DOLLAR GENERAL CORPORATION, as Issuer and U.S. BANK NATIONAL ASSOCIATION, a National Banking Association, as Trustee 4.125% SENIOR NOTES DUE 2028 (April 10th, 2018)

This Seventh Supplemental Indenture, dated as of April 10, 2018, by and between DOLLAR GENERAL CORPORATION, a corporation duly organized and existing under the laws of the State of Tennessee (the Company), and U.S. BANK NATIONAL ASSOCIATION, a duly organized and existing national banking association under the laws of the United States, as trustee (the Trustee).