Tennessee Sample Contracts

Jernigan Capital, Inc. – AMENDMENT TO TERM LOAN AGREEMENT (March 1st, 2019)

This Amendment to  Term Loan Agreement (“Amendment”) is made as of the 17th day of August, 2018, by and among MCGINNIS FERRY OWNER, LLC, a Georgia limited liability company (the “Borrower”), and FIRSTBANK, a Tennessee state bank, whose address is 6815 Poplar Avenue, Suite 100, Memphis, Tennessee 38138 (hereinafter referred to as the “Bank”).

Jernigan Capital, Inc. – SECOND AMENDMENT TO TERM LOAN AGREEMENT (March 1st, 2019)

This Second Amendment to  Term Loan Agreement (“Second Amendment”) is made as of the 18th day of January, 2019, by and among STORAGE BUILDERS II LLC, a Delaware limited liability company (the “Borrower”), and FIRSTBANK, a Tennessee state bank, whose address is 6815 Poplar Avenue, Suite 100, Memphis, Tennessee 38138 (hereinafter referred to as the “Bank”).

Jernigan Capital, Inc. – AMENDMENT TO TERM LOAN AGREEMENT (March 1st, 2019)

This Amendment to  Term Loan Agreement (“Amendment”) is made as of the 17th day of August, 2018, by and among STORAGE BUILDERS II LLC, a Delaware limited liability company (the “Borrower”), and FIRSTBANK, a Tennessee state bank, whose address is 6815 Poplar Avenue, Suite 100, Memphis, Tennessee 38138 (hereinafter referred to as the “Bank”).

Jernigan Capital, Inc. – AMENDMENT TO TERM LOAN AGREEMENT (March 1st, 2019)

This Amendment to  Term Loan Agreement (“Amendment”) is made as of the 17th day of August, 2018, by and among FRANKLIN OWNER, LLC, a Georgia limited liability company (the “Borrower”), and FIRSTBANK, a Tennessee state bank, whose address is 6815 Poplar Avenue, Suite 100, Memphis, Tennessee 38138 (hereinafter referred to as the “Bank”).

Delek US Holdings, Inc. – AMENDMENT NO. 4 to SECOND AMENDED AND RESTATED SUPPLY AND OFFTAKE AGREEMENT (March 1st, 2019)

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment to the S&O Agreement as of the date first above written.

Jernigan Capital, Inc. – SECOND AMENDMENT TO TERM LOAN AGREEMENT (March 1st, 2019)

This Second Amendment to  Term Loan Agreement (“Second Amendment”) is made as of the 18th day of January, 2019, by and among MCGINNIS FERRY OWNER, LLC, a Georgia limited liability company (the “Borrower”), and FIRSTBANK, a Tennessee state bank, whose address is 6815 Poplar Avenue, Suite 100, Memphis, Tennessee 38138 (hereinafter referred to as the “Bank”).

Jernigan Capital, Inc. – SECOND AMENDMENT TO TERM LOAN AGREEMENT (March 1st, 2019)

This Second Amendment to  Term Loan Agreement (“Second Amendment”) is made as of the 18th day of January, 2019, by and among FRANKLIN OWNER, LLC, a Georgia limited liability company (the “Borrower”), and FIRSTBANK, a Tennessee state bank, whose address is 6815 Poplar Avenue, Suite 100, Memphis, Tennessee 38138 (hereinafter referred to as the “Bank”).

Diversicare Healthcare Services, Inc. – SECOND AMENDED AND RESTATED GUARANTY (REVOLVING LOANS) (February 28th, 2019)

THIS SECOND AMENDED AND RESTATED GUARANTY (“Guaranty”) dated as of February 26, 2016, by DIVERSICARE HEALTHCARE SERVICES, INC., a Delaware corporation (“Guarantor”), is to and for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation in its capacity as administrative agent for the Lenders identified below (together with its successors and assigns, the “Administrative Agent”).

Diversicare Healthcare Services, Inc. – GUARANTY (February 28th, 2019)

This GUARANTY (“Guaranty”) is given as October 1, 2018 by DIVERSICARE HEALTHCARE SERVICES, INC., a Delaware corporation, formerly known as Advocat, Inc., ADVOCAT FINANCE, INC., a Delaware corporation, DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, and DIVERSICARE LEASING COMPANY II, LLC, a Delaware limited liability company (collectively referred to herein as “Guarantor”), in favor of the entities listed on Schedule 1 to this Guaranty (collectively, “Landlord”), with reference to the following facts:

Diversicare Healthcare Services, Inc. – SECURITY AGREEMENT (OHI – Diversicare) (February 28th, 2019)

THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of October 1, 2018, by and among the entities listed on Schedule 1 to this Agreement (collectively, the “Tenant”), the entities listed on Schedule 2 to this Agreement (collectively, the “Subtenants”), and DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation (“DMS”, and together with Tenant and the Subtenants, each being sometimes referred to individually as a “Debtor” and collectively as “Debtors”), and the entities listed on Schedule 3 to this Agreement (collectively, “Secured Party”).

Diversicare Healthcare Services, Inc. – SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING LOAN AND SECURITY AGREEMENT (February 28th, 2019)

THIS SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of December 1, 2018, is by and among CIBC BANK USA, formerly known as The PrivateBank and Trust Company, an Illinois banking corporation (together with its successors and assigns, “Administrative Agent”) in its capacity as administrative agent for the Lenders (as defined below), the Lenders, DIVERSICARE MANAGEMENT SERVICES CO., a Tennessee corporation, and certain of its affiliates parties hereto identified on the signature pages as “Borrower” (individually and collectively, “Borrower”).

Federal Home Loan Bank of Cincinnati – Contact: News Release John Byczkowski, FHLB Cincinnati FOR IMMEDIATE RELEASE 513.852.7085 (office) or 513.382.7615 (cell) February 21, 2019 (February 21st, 2019)

Cincinnati, Ohio – The Federal Home Loan Bank of Cincinnati (the FHLB) today released unaudited financial results for the year ended December 31, 2018. The FHLB expects to file its 2018 Form 10-K with the Securities and Exchange Commission on or about March 21, 2019.

Unum Group – UNUM GROUP CHANGE IN CONTROL SEVERANCE AGREEMENT (February 19th, 2019)

AGREEMENT by and between Unum Group, a Delaware corporation having its principal executive offices in Chattanooga, Tennessee (the “Company”), and [Executive’s Name] (the “Executive”), dated this [Day] day of [Month and Year].

Hcp, Inc. – TAX MATTERS AMENDMENT (February 14th, 2019)

THIS TAX MATTERS AMENDMENT (this “Amendment”) is entered into effective as of December 31, 2018, between and among the undersigned (each, a “Member”, and collectively, the “Members”), with respect to the following facts.

Dixie Group Inc – CONSENT AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT (January 17th, 2019)

This CONSENT AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of January 14, 2019, is entered into by and among THE DIXIE GROUP, INC., a Tennessee corporation (“Dixie”), CANDLEWICK YARNS, LLC, an Alabama limited liability company (“Candlewick”), FABRICA INTERNATIONAL, INC., a California corporation (“Fabrica”), TDG OPERATIONS, LLC, a Georgia limited liability company, formerly known as Masland Carpets, LLC (“TDG”; together with Dixie, Candlewick and Fabrica, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the persons identified as the Lenders on the signature pages hereto (the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).

Smartfinancial Inc. – EMPLOYMENT AGREEMENT (January 16th, 2019)

THIS EMPLOYMENT AGREEMENT is made and entered into this 15th day of January, 2019, by and among SmartFinancial, Inc., a Tennessee corporation (“Company”), SmartBank, a banking corporation organized under the laws of the State of Tennessee (“Bank”), and Ryan M. Scaggs, a resident of the State of North Carolina (“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.”

Smartfinancial Inc. – EMPLOYMENT AGREEMENT (January 16th, 2019)

THIS EMPLOYMENT AGREEMENT is made and entered into this 15th day of January, 2019, by and among SmartFinancial, Inc., a Tennessee corporation (“Company”), SmartBank, a banking corporation organized under the laws of the State of Tennessee (“Bank”), and Ryan M. Scaggs, a resident of the State of North Carolina (“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.”

Franklin Financial Network Inc. – Franklin Financial Network Announces Termination Of Memorandum Of Understanding (January 16th, 2019)

FRANKLIN, Tenn., Jan. 15, 2019 /PRNewswire/ -- Franklin Financial Network, Inc. (NYSE: FSB), the parent company of Franklin Synergy Bank (the "Bank"), today announced that its banking regulators have terminated, effective as of January 14, 2019, the Memorandum of Understanding (the "MOU") previously entered into with the Bank in November 2016.

Armstrong Flooring, Inc. – INTELLECTUAL PROPERTY AGREEMENT (January 7th, 2019)

This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of December 31, 2018 (the “Effective Date”) is entered into by and between Armstrong Flooring, Inc., a Delaware corporation (“Seller”) and AFI Licensing LLC, a Delaware limited liability company (“Licensing” and together with Seller, “Arizona”) and AHF Holding, Inc. (formerly known as Tarzan HoldCo, Inc.), a Delaware corporation (“Buyer”) and Armstrong Hardwood Flooring Company, a Tennessee corporation (the “Company” and together with Buyer the “Buyer Entities”) (each of Arizona on the one hand and the Buyer Entities on the other hand, a “Party” and collectively, the “Parties”).

CapStar Financial Holdings, Inc. – CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENT (January 4th, 2019)

This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and Christopher Tietz (the “Participant”) on December 28, 2018.

CapStar Financial Holdings, Inc. – SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (January 4th, 2019)

THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into on this 28th day of December, 2018 (the “Effective Date”), between CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, hereinafter referred to as “Bank,” and Christopher Tietz, hereinafter referred to as “Executive.”

CapStar Financial Holdings, Inc. – FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (January 4th, 2019)

THIS FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) made and entered into on this 28th day of December, 2018 (the “Effective Date”), between CapStar Financial Holdings, a Tennessee corporation established to be a bank holding company, headquartered in Nashville, Davidson County, Tennessee, (the “Company”) and CapStar Bank, a Tennessee banking corporation headquartered in Nashville, Davidson County, Tennessee, (the “Bank”) (the Company and Bank together referred to herein as “CapStar”) and Robert Anderson, hereinafter referred to as “Executive.”

CapStar Financial Holdings, Inc. – CAPSTAR FINANCIAL HOLDINGS, INC. RESTRICTED STOCK AGREEMENT (January 4th, 2019)

This Restricted Stock Agreement (this “Agreement”) is entered into by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”), and Robert B. Anderson (the “Participant”) on December 28, 2018.

Tennessee Valley Authority – Contract (December 14th, 2018)

This agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this agreement were made to, and solely for the benefit of, the other parties to this agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits, or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

Cumberland Pharmaceuticals Inc – ASSET PURCHASE AGREEMENT (November 16th, 2018)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of November, 2018, by and among Cumberland Pharmaceuticals Inc., a corporation incorporated in the State of Tennessee, U.S.A. having a principal place of business at 2525 West End Avenue, Suite 950, Nashville, Tennessee 37203, U.S.A., (“Buyer”) on the one hand, and Theravance Biopharma Ireland Limited (“TBIL”), a corporation organized under the laws of the country of Ireland having a principal place of business at Connaught House, 1 Burlington Road, Dublin 4 Ireland and Theravance Biopharma US, Inc. (“TBUS”), a corporation incorporated in the State of Delaware, U.S.A. having a principal place of business at 901 Gateway Boulevard South San Francisco, CA 94080, U.S.A. (each of TBIL and TBUS, a “Seller,” and together, the “Sellers”). Buyer and each of Sellers are referred to hereinafter individually as a “Party” and together as the “Parties”.

Cumberland Pharmaceuticals Inc – FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (November 14th, 2018)

THIS FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (this “Amendment”) is entered into as of August 14, 2018, by and between CUMBERLAND PHARMACEUTICALS INC., a Tennessee corporation (the “Borrower”), and PINNACLE BANK, a Tennessee banking corporation (the “Lender”).

Atlantic Capital Bancshares, Inc. – Forward-Looking Statements This presentation contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “esti (November 14th, 2018)
Atlantic Capital Bancshares, Inc. – PURCHASE AND ASSUMPTION AGREEMENT (November 14th, 2018)

THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 14, 2018 is between FIRSTBANK, a Tennessee chartered banking corporation (“Purchaser”) and ATLANTIC CAPITAL BANK, N.A., a national banking association (“Seller”).

Steadfast Apartment REIT, Inc. – Freddie Mac Loan No. 504021338 Heritage Place Apartments MULTIFAMILY DEED OF TRUST, ABSOLUTE ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (INCLUDING FIXTURE FILING) TENNESSEE (Revised 3-1-2014) THIS MULTIFAMILY DEED OF TRUST, ABSOLUTE ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (INCLUDING FIXTURE FILING) ("Instrument") is made as of this 31st day of July, 2018, by STAR HERITAGE PLACE, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Steadfast Companies, 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, as gr (November 8th, 2018)
Tivity Health, Inc. – SEPARATION AND GENERAL RELEASE AGREEMENT (November 6th, 2018)

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (“Agreement”) is entered into on the Effective Date as defined herein by and between Glenn Hargreaves (hereinafter generally referred to as “Mr. Hargreaves”) and Tivity Health, Inc., and its subsidiaries, affiliates and related entities, with a principal office of 701 Cool Springs Blvd., Franklin, Tennessee 37067 (“Tivity Health” or “Company”).

Federal Home Loan Bank of Cincinnati – Contact: News Release John Byczkowski, FHLB Cincinnati FOR IMMEDIATE RELEASE 513.852.7085 (office) or 513.382.7615 (cell) October 29, 2018 (October 29th, 2018)

Cincinnati, Ohio – The Federal Home Loan Bank of Cincinnati (the FHLB) today released unaudited financial results for the third quarter ended September 30, 2018. The FHLB expects to file its third quarter 2018 Form 10-Q with the Securities and Exchange Commission on or about November 8, 2018.

Cumberland Pharmaceuticals Inc – FIRST AMENDMENT TO REVOLVING CREDIT NOTE AND SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (October 19th, 2018)

THIS FIRST AMENDMENT TO REVOLVING CREDIT NOTE AND SECOND AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT (this “Amendment”) is entered into as of October 17, 2018, by and between CUMBERLAND PHARMACEUTICALS INC., a Tennessee corporation (the “Borrower”), and PINNACLE BANK, a Tennessee banking corporation (the “Lender”).

Nissan Auto Lease Trust 2018-A – October 17, 2018 Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com Nissan Auto Lease Trust 2018-A Nissan Auto Leasing LLC II Nissan Motor Acceptance Corporation One Nissan Way Franklin, Tennessee 37067 Re: Nissan Auto Lease Trust 2018-A Registration Statement on Form SF-3 Registration Nos. 333-209768 and 333-209768-01 (October 17th, 2018)

We have acted as special counsel to Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”), in connection with the above-captioned registration statement (the “Registration Statement”), the offering and issuance of the Class A-1 Notes (the “Retained Notes”) and the offering and sale of the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Underwritten Notes”, and together with the Retained Notes, the “Notes”) described in the prospectus dated October 16, 2018 (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2018-A, a Delaware statutory trust (the “Issuing Entity”), formed by the Depositor pursuant to a trust agreement between the Depositor and Wilmington Trust, National Association, as ow

Optical Cable Corp – FIFTH LOAN MODIFICATION AGREEMENT (October 17th, 2018)

THIS FIFTH LOAN MODIFICATION AGREEMENT, is made as of the 15th day of October, 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”).

Tennessee Valley Authority – Contract (October 3rd, 2018)

This agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this agreement were made to, and solely for the benefit of, the other parties to this agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits, or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.