Miscellaneous from Amendment to Loan and Security Agreement
THIS FIFTH AMENDMENT TO Loan AND SECURITY AGREEMENT AND WAIVER (this "Amendment"), is made as of July 13, 2017, by and among Fifth Street Senior Floating Rate Corp., as the collateral manager (in such capacity, the "Collateral Manager"), and as the seller (in such capacity, the "Seller"), FS Senior Funding II LLC, as the borrower (the "Borrower"), Citibank, N.A., as administrative agent (the "Administrative Agent") and Citibank, N.A., as the sole lender (the "Lender").
Miscellaneous. This Amendment may be executed in counterparts, each of which shall be and all of which, when taken together, shall constitute one binding agreement. The Article and/or Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
MISCELLANEOUS from Supplemental Indenture
SIXTH SUPPLEMENTAL INDENTURE dated as of July 6, 2017 (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).
MISCELLANEOUS. With respect to the Notes only, Section 12.13 of the Base Indenture is hereby replaced with the following: Section 12.13 Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Supplemental Indenture and the Base Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture or the Base Indenture and shall in no way modify or restrict any of the terms or provisions. Unless otherwise expressly specified, references in this Supplemental Indenture to specific Articles, Sections or clauses refer to Articles, Sections and clauses contained in this Supplemental Indenture, unless such Article, Section or clause is incorporated herein by reference to the Base Indenture or no such Article, Section or clause appears in this Supplemental Indenture, in which case such references refer to the applicable section of the Base Indenture. With respect to the Notes only, the following Sections 12.16 and 12.17 are hereby added to Article 12 of the Base Indenture: Section 12.16 Supplemental Indenture Controls. In case any provision of this Supplemental Indenture conflicts with any provision of the Base Indenture, the provisions of this Supplemental Indenture shall govern and be controlling, solely with respect to the Notes. Section 12.17 Submission to Jurisdiction. The parties irrevocably submit to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, City of New York, over any suit, action or proceeding arising out of or relating to this Supplemental Indenture. To the fullest extent permitted by applicable law, the parties irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
Miscellaneous from Omnibus Amendment
This OMNIBUS AMENDMENT, dated as of July 10, 2017 (this "Amendment"), is made between World Financial Network Credit Card Master Note Trust, as Issuer (the "Issuer"), and MUFG Union Bank, N.A. ("MUFG"), formerly known as Union Bank, N.A., as successor in interest to The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as Indenture Trustee (in such capacity, the "Indenture Trustee") under the Master Indenture, dated as of August 1, 2001 (as further amended from time to time prior to the date hereof, the "Master Indenture"), between the Issuer and the Indenture Trustee, to the Indenture Supplements for the 2012-A Notes, the 2012-B Notes, the 2012-C Notes, the 2012-D Notes, the 2013-A Notes, the 2014-C Notes, the 2015-A Notes, the 2015-B Notes, the 2016-A Notes, the 2016-B Notes, the 2016-C Notes and the 2017-A Notes (collectively, the "Indenture Supplements"), each between the Issuer and the Indenture Trustee, and acknowledged and a
Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS
MISCELLANEOUS from Agreement and Plan of Merger
THIS AGREEMENT AND PLAN OF MERGER (as amended, supplemented or otherwise modified from time to time, this "Agreement"), dated as of June 20, 2017, by and among (a) Expedition Holdings LLC, a Delaware limited liability company ("Parent"), (b) Expedition Merger Sub, Inc., a Wisconsin corporation and a direct wholly owned Subsidiary of Parent ("MergerSub"), and (c) ARI Network Services, Inc., a Wisconsin corporation (the "Company"). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
MISCELLANEOUS. Section 7.1 Nonsurvival of Representations, Warranties and Covenants. The representations, warranties, covenants and agreements in this Agreement and/or the other Transaction Documents shall terminate at the Effective Time, except that each of the covenants and agreements set forth in Article II, Section 5.6, Section 5.12 and this Article VII shall survive the Closing in accordance with their terms. Section 7.2 Takeover Laws. If any Takeover Law shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and members of their respective boards of directors (or similar governing bodies) shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby. Section 7.3 Assignment; Binding Effect. This Agreement and the rights hereunder are not assignable, directly or indirectly (by operation of Law or otherwise), unless such assignment is consented to in writing by both Parent and the Company, and any attempted assignment without the required consents shall be void; provided, however, that Parent and MergerSub may without such consent and upon written notice to the Company assign their rights hereunder or under any instrument executed or delivered in connection herewith as collateral security to any lender or any other Financing Source providing financing in connection with the transactions contemplated hereby, which assignment shall not relieve Parent or MergerSub of any of their obligations hereunder. Subject to the preceding sentence, this Agreement and all the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Section 7.4 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF WISCONSIN, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF WISCONSIN. NOTWITHSTANDING THE FOREGOING, ANY DISPUTES INVOLVING THE FINANCING SOURCES WITH RESPECT TO THE DEBT COMMITMENT LETTER, THE FEE LETTER, THE DEBT FINANCING AND THE PERFORMANCE THEREOF BY THE LENDERS SHALL
As used herein, the term Transactions means, collectively, the combination transactions described in and made pursuant to that certain Master Transaction Agreement dated as of October 31, 2016 by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties, Inc., and JBG/Operating Partners, L.P. (the Master Transaction Agreement), the initial borrowings and other extensions of credit under the Senior Credit Facilities, and the payment of fees, commissions and expenses in connection therewith. This letter, including the Term Sheet, is hereinafter referred to as the Commitment Letter. The date on which the Senior Credit Facilities are closed is referred to as the Closing Date.
Miscellaneous. This Commitment Letter and the Fee Letters embody the entire agreement among the Bank Parties and you and your affiliates with respect to the specific matters set forth above and supersede all prior agreements and understandings relating to the subject matter hereof. Those matters that are not covered or made clear herein, in the Term Sheet or the Fee Letters are subject to mutual agreement of the parties. No person has been authorized by any of the Bank Parties to make any oral or written statements inconsistent with this Commitment Letter or the Fee Letters. This Commitment Letter and the Fee Letters shall not be assignable by you or us without the prior written consent of each of the other parties hereto, and any purported assignment without such consent shall be void; provided, that MLPF&S may, without notice to you or any other party, assign its rights and obligations under this Commitment Letter and any Fee Letter to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporations or any of its subsidiaries investment banking, commercial lending services or related businesses may be transferred following the date of this Commitment Letter. This Commitment Letter and the Fee Letters are not intended to benefit or create any rights in favor of any person other than the parties hereto, the Lenders and, with respect to indemnification, each Indemnified Party. This Commitment Letter and the Fee Letters may be executed in separate counterparts and delivery of an executed signature page of this Commitment Letter and the Fee Letters by facsimile or electronic mail shall be effective as delivery of manually executed counterpart hereof; provided that, upon the request of any party hereto, such facsimile transmission or electronic mail transmission shall be promptly followed by the original thereof. This Commitment Letter and the Fee Letters may only be amended, modified or superseded by an agreement in writing signed by each of you and the Bank Parties that specifically provides such with reference to this Commitment Letter or the Fee Letters, as applicable.
This letter agreement is entered into by, between, and among Michael Wyse, Managing Partner of Wyse Advisors LLC (WALLC or Wyse), The Original Soupman, referred to herein as the Company, and confirms and sets forth the terms and conditions of the engagement (the Engagement) of WALLC by the Company, including the scope of the services to be performed and the basis of compensation for those services. Upon execution of this letter by each of the parties hereto, this letter will constitute an agreement by, between, and among WALLC and the Company, (the Agreement).
Miscellaneous. This Agreement (together with the attached indemnity provisions), including, without limitation, the construction and interpretation of thereof and all claims, controversies and disputes arising under or relating thereto, shall be governed and construed in accordance with the laws of the State of New York, without regard to principles of conflict of law that would defer to the laws of another jurisdiction. The Company and Wyse agree to waive trial by jury in any action, proceeding or counterclaim brought by or on behalf of the parties hereto with respect to any matter relating to or arising out of the engagement or the performance or non-performance of Wyse hereunder.
MISCELLANEOUS from Settlement Agreement
This SETTLEMENT AGREEMENT (this "Agreement") is entered into as of the 9th day of June, 2017 (the "Effective Date"), by and among Toshiba Corporation, a Japanese corporation ("Toshiba"), and Georgia Power Company, a Georgia corporation ("Georgia Power"), Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation formed under the Laws of the State of Georgia ("OPC"), Municipal Electric Authority of Georgia, a public body corporation and politic and an instrumentality of the State of Georgia ("MEAG"), and The City of Dalton, Georgia, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners ("Dalton"). Each of Toshiba, Georgia Power, OPC, MEAG and Dalton may be referred to herein as a "Party" and collectively as the "Parties".
MISCELLANEOUS. Section 5.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent designated for overnight delivery by an internationally recognized overnight air courier (such as Federal Express), one (1) business day after mailing; (b) if sent by facsimile transmission before 5:00 p.m. on a business day local time of recipient, when transmitted and receipt is confirmed; (c) if sent by electronic mail, when transmitted; and (d) if otherwise actually personally delivered, when delivered, provided that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any Party shall provide by like notice to the other Party:if to Toshiba:Toshiba Corporation 1-1, Shibaura 1-chome, Minato-ku Tokyo 105-8001, Japan Attention: Ayumi WadaGeneral Manager, Legal Affairs DivisionFacsimile: +81-3-5444-9214 Email: [email protected] a copies (which shall not constitute notice) to:Skadden, Arps, Slate, Meagher & Flom LLP 300 S Grand Ave, Suite 3400 Los Angeles, CA 90071 Attention: Van C. Durrer, II Facsimile: (213) 687-5200 Email: [email protected] to:Skadden, Arps, Slate, Meagher & Flom LLP 1-6-1 Rappongi, Minato-kuTokyo 106-6021, Japan Attention: Mitsuhiro Kamiya Facsimile: +81-3-3568-2626 Email: [email protected] to Beneficiary or the Owners:Georgia Power Company241 Ralph McGill Blvd Atlanta GA 30348Attention: Meredith Lackey, Sr. Vice President and General CounselFacsimile: 404-506-2980Email: [email protected] and to:Oglethorpe Power Corporation2100 East Exchange PlaceTucker, GA 30084Attention: Annalisa Bloodworth, Sr. Vice President and General Counsel Facsimile: 770-270-7977Email: [email protected]opc.com and to:MEAG Power1470 Riveredge Pkwy., NWAtlanta GA 30328-4640Attention: James E. Fuller, Chief Executive Officer Facsimile: 770-661-2812Email: [email protected] and to:The City of Dalton, Georgia, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners 1200 V.D. Parrott PkwyP.O. Box 869Dalton, GA 30722Attention: Thomas Bundros Facsimile: 706-278-7230Email: [email protected] with a copy (which shall not constitute notice) to:Balch & Bingham LLPP.O. Box 3061710 6th Ave. N.Birmingham, Alabama 35201Attention: M. Stanford BlantonFacsimile: 205-488-5879Email: [email protected] Section 9.2 Waiver. The failure at any time of a Party to require performance by the other Party of any responsibility or obligation required by this Agreement shall in no way affect a Party's right to require such performance at any time thereafter, nor shall the waiver by a Party of a breach of any provision of this Agreement by any other Party constitute a waiver of any other breach of the same or any other provision or constitute a waiver of the responsibility or obligation itself.Section 9.3 Subrogation. Effective upon the full and irrevocable payment to Beneficiary, and receipt by the Owners, of the Toshiba Obligation Amount pursuant to this Agreement, and the Toshiba Promissory Note, after taking into account the effect of any amounts that have been or in the future may be required to be paid or returned by Beneficiary or any other Person as contemplated by Section 2.5, Toshiba shall be entitled to exercise any and all subrogation rights (including, without limitation, any such rights pursuant to Section 509 of the Bankruptcy Code) it may have against Westinghouse arising from a breach by Westinghouse of the EPC Agreement (including rejection thereof pursuant to Section 365 of the Bankruptcy Code); provided, however, that Toshiba's claims by way of such subrogation shall be subordinated to all claims of the Owners against Westinghouse and the other WEC Debtors until all such claims of the Owners have been paid in full in cash.Section 9.4 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each Party under this Agreement. Except as otherwise specifically provided in this Agreement, neither this Agreement nor any right or obligation hereunder may be assigned or delegated in whole or in part to any other Person except that Beneficiary and each of the Owners may assign its rights hereunder.Section 9.5 Third Party Rights. Nothing in this Agreement, whether express or implied, is intended or shall be construed to confer, directly or indirectly, upon or give to any Person, other than the Parties, any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or other provision contained herein.Section 9.6 Choice of Law. This Agreement shall be construed and enforced in accordance with and governed by the Laws of the State of New York, without giving effect to the principles of conflict of laws thereof.Section 9.7 Headings. The headings of th
Miscellaneous from Amendment to Investment Agreement
THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this "Amendment") is entered into as of June 8, 2017, by and among Pandora Media, Inc., a Delaware corporation (the "Company"), and KKR Classic Investors L.P. (formerly known as KKR Classic Investors LLC) (the "Lead Purchasers").
Miscellaneous. This Amendment may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one instrument. The exchange of a fully executed Amendment (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Amendment. No modification of or amendment to this Amendment, nor any waiver of any rights under this Amendment, will be effective unless in writing signed by the duly authorized representatives of all parties hereto, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York pursuant to Section 5-1401 of the New York General Obligations Law. Each party shall bear and pay its own fees, costs and expenses in connection with the negotiation, preparation and review of this Amendment.
Miscellaneous from Master Investment Agreement
This THIRD AMENDMENT TO MASTER INVESTMENT AGREEMENT (this "Agreement") is made and entered into as of June 5, 2017 (the "Effective Date"), by and among (i) MEDLEY, LLC, a Delaware limited liability company ("Medley"), (ii) MEDLEY SEED FUNDING I LLC, a Delaware limited liability company ("MSF I"), (iii) MEDLEY SEED FUNDING II LLC, a Delaware limited liability company ("MSF II"), (iv) MEDLEY SEED FUNDING III LLC, a Delaware limited liability company ("MSF III"), (v) DB MED INVESTOR I LLC, a Delaware limited liability company ("DMI I"), and (vi) DB MED INVESTOR II LLC, a Delaware limited liability company ("DMI II" and together with DMI I, the "Fortress Investors").
Miscellaneous. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts (any of which may be delivered via facsimile or electronic mail in portable document format), each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. The exchange of copies of this Agreement and of signature pages hereto by facsimile or electronic mail in portable document format shall constitute effective execution and delivery of this Agreement and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or electronic mail in portable document format shall be deemed to be the parties' original signatures for all purposes. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be performed within such State. Each of the parties hereto accepts the exclusive jurisdiction of any state or federal court of competent jurisdiction in the Borough of Manhattan of the City of New York for any judicial proceeding arising under or relating to this Agreement, to the full extent set forth in
Miscellaneous from Stock Option Agreement
STOCK OPTION AGREEMENT, dated as of June 6, 2017, between Solee Science & Technology, USA, Ltd., Inc., a Delaware corporation (the "Grantor"), and Milestone Scientific Inc., a Delaware corporation (the "Grantee").
Miscellaneous. a) Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. (b) Transfer Taxes. All transfer taxes payable in respect of the transfer of Common Stock or other securities or property upon the exercise of the Stock Option or delivered pursuant hereto shall be borne by Grantee. (c) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if so given) by delivery in person or by email (with copies by registered or certified mail, postage prepaid, return receipt requested) to the respective parties as follows: To Grantee: Milestone Scientific Inc. 220 S. Orange Avenue Livingston, NJ 07039 Attention: Len Osser Email: [email protected] To Grantor: Solee Science & Technology, USA, Ltd., Inc. 100 Connell Drive #2300 Berkeley Heights, NJ 07922 Attention: Email: with a copy to: ______________________ ______________________ ______________________ ______________________ or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt. (d) Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. (e) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall only be instituted, heard and adjudicated (excluding appeals) in a state or federal court located in the County of New York, State of New York, and each party hereto knowingly, voluntarily and intentionally waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the exclusive personal jurisdiction of any such court in any such action, suit or proceeding. Service of process in connection with any such action, suit or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. (f) Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. (g) Headings. The section headings herein are for convenience only and shall not affect the construction hereof. (h) Assignment. This Agreement shall be binding upon each party hereto and such party's successors and permitted assigns. This Agreement shall not be assignable by Company, except by operation of law, but may be assigned by Grantee in whole or in part to any affiliate of Grantee. Except as provided in the preceding sentence, Grantee may not, without the prior written consent of Company, assign this Agreement to any other person.