FINANCING AGREEMENT Dated as of December 11, 2012 by and among OTG MANAGEMENT, INC. and OTG CONSOLIDATED HOLDINGS, INC., as Parent Guarantors, OTG MANAGEMENT, LLC, as Borrower, THE OTHER PERSONS PARTY HERETO AS SUBSIDIARY GUARANTORS, THE LENDERS FROM...Financing Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
Financing Agreement, dated as of December 11, 2012, by and among OTG Consolidated Holdings, Inc., a Pennsylvania corporation (the “Parent”), OTG Management, Inc., a Pennsylvania corporation (“OTG”, and together with Parent, the “Parent Guarantors”), OTG Management, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary (as defined below) of the Parent and the Borrower signatory hereto as Subsidiary Guarantors or which becomes a Subsidiary Guarantor pursuant to Section 7.01(b)(i) hereof (each a “Subsidiary Guarantor”, and collectively, jointly and severally, the “Subsidiary Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and Highbridge Principal Strategies, LLC, a Delaware limited liability company (“Highbridge”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and as administrative agent for the Lenders (in such capacity, the “Administrative Agent” and together with the Coll
CREDIT AGREEMENT Dated as of February [●], 2016 among OTG MANAGEMENT, LLC, as Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF MONTREAL, as Administrative Agent and Collateral Agent, and THE LENDERS, L/C ISSUERS AND SWING LINE...Credit Agreement • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
This CREDIT AGREEMENT is dated as of February [●], 2016 among OTG MANAGEMENT, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, Bank of Montreal, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), and the L/C Issuers and Swing Line Lenders from time to time party hereto.
RESTRICTED STOCK AGREEMENT PURSUANT TO THE OTG EXP, INC. 2016 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between OTG EXP Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the OTG EXP, INC. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
REGISTRATION RIGHTS AGREEMENT dated as of between OTG EXP, INC., and ARES CAPITAL CORPORATION PageRegistration Rights Agreement • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2016, among OTG EXP, Inc., a Delaware corporation (the “Company”) and Ares Capital Corporation, a Maryland corporation (the “Investor”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
EXCHANGE AGREEMENT among OTG EXP, INC. OTG MANAGEMENT, LLC and THE MEMBERS OF OTG MANAGEMENT, LLC Dated as of ______________, 2016Exchange Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
SECOND AMENDMENT, dated as of August 7, 2015 (this “Second Amendment”), to the Financing Agreement, dated as of December 11, 2012 (as amended by the First Amendment and as amended, restated, supplemented, modified or otherwise changed from time to time, the “Financing Agreement”), by and among OTG Consolidated Holdings, Inc., a Pennsylvania corporation (the “Parent”), OTG Management, Inc., a Pennsylvania corporation (“OTG”, and together with Parent, the “Parent Guarantors”), OTG Management, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Parent and the Borrower listed as a “Subsidiary Guarantor” on the signature pages thereto or which becomes a Subsidiary Guarantor (as defined in the Financing Agreement) pursuant thereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”, and together with the Parent Guarantors, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”),
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Indemnification Agreement (this “Agreement”) is made as of __________, 2016, by and between OTG EXP, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and __________, an individual (“Indemnitee”).
OTG MANAGEMENT, LLC $100,000,000 ORIGINAL PRINCIPAL AMOUNT OF 15.00% NOTES DUE JUNE 11, 2018 NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 11, 2012Note Purchase Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
The undersigned, OTG Management, LLC, a Delaware limited liability company (the “Company”), hereby agrees with each Person named in the Purchaser Schedule attached hereto (herein called the “Purchasers”) as set forth below. Reference is made to Paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.
AMENDED AND RESTATED OPERATING AGREEMENT of OTG MANAGEMENT, LLC Dated as of , 2016Operating Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Amended and Restated Operating Agreement (this “Operating Agreement”) of OTG Management, LLC, a Delaware limited liability company ( the “Company”), dated as of , 2016, is made and entered into by OTG EXP, Inc., a Delaware corporation (“OTG EXP”), OTG Management, Inc., a Pennsylvania corporation (“Management, Inc.”), OTG Consolidated Holdings, Inc., a Pennsylvania corporation (“Holdings, Inc.”), HMP II Onshore OTG Investment, L.P., a Delaware limited partnership (“HMP II”) and Highbridge Principal Strategies - AP Mezzanine Partners II, L.P., a Delaware limited partnership (“Highbridge Mezzanine” and together with HMP II, the “Highbridge Members”), as Members. Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of __________, 2016, by and among ARCC OTG Corp., a Delaware corporation (“AOTG”), OTG EXP, Inc., a Delaware corporation (“Parent”), OTG Management, LLC, a Delaware limited liability company (the “LLC”), OTG AOTG Merger Sub, Corp., a Delaware corporation (“Merger Sub”), and Ares Capital Corporation (the “AOTG Stockholder”).
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
FIRST AMENDMENT, dated as of January 2, 2014 (this “First Amendment”), to the Financing Agreement, dated as of December 11, 2012 (as amended, restated, supplemented, modified or otherwise changed from time to time, the “Financing Agreement”), by and among OTG Consolidated Holdings, Inc., a Pennsylvania corporation (the “Parent”), OTG Management, Inc., a Pennsylvania corporation (“OTG”, and together with Parent, the “Parent Guarantors”), OTG Management, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Parent and the Borrower listed as a “Subsidiary Guarantor” on the signature pages thereto or which becomes a Subsidiary Guarantor (as defined in the Financing Agreement) pursuant thereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”, and together with the Parent Guarantors, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Highbridge Principal Strategies, LLC (
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
FIRST AMENDMENT, dated as of January 2, 2014 (this "First Amendment") is entered into among OTG Management, LLC, a Delaware limited liability company (the "Company"), the Guarantors party hereto (the "Guarantors"), and each Person party hereto as a holder (collectively, "Holders" and each individually, a "Holder") with respect to the Note Purchase Agreement, dated as of December 11, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"), among the Company and each Person named in the Purchaser Schedule attached thereto.
MERGER AND WARRANT EXERCISE AGREEMENTMerger and Warrant Exercise Agreement • February 4th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This Merger and Warrant Exercise Agreement (the “Agreement”) is made and entered into as of _____________, 2016, by and among OTG EXP, Inc., a Delaware corporation (“Parent”), OTG Management, LLC, a Delaware limited liability company (the “LLC”), OTG HB1 Merger Sub, Corp., a Delaware corporation (“Merger Sub 1”), OTG HB2 Merger Sub, Corp., a Delaware corporation (“Merger Sub 2”), HMP II Onshore OTG Investment, L.P., a Delaware limited partnership (“Non-Blocker 1”), Highbridge Principal Strategies – AP Mezzanine Partners II, L.P., a Delaware limited partnership (“Non-Blocker 2” and, together with Non-Blocker 1, the “Continuing LLC Owners”), HMP II Offshore OTG Investment, L.P., a Cayman Islands limited partnership (“Blocker 1”), HMP II Institutional OTG Investment, L.P., a Cayman Islands limited partnership (“Blocker 2” and, together with Blocker 1, the “Blockers” and, together with the Continuing LLC Owners, the “Warrantholders”), each entity listed on Schedule I (each, a “Highbridge S
STOCKHOLDERS AGREEMENT dated as of between OTG EXP, INC. and ERIC J. BLATSTEIN and THE OTHER PARTIES SET FORTH ON THE SIGNATURE PAGES HERETOStockholders Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of , 2016, between OTG EXP, Inc., a Delaware corporation (the “Company”), Eric J. Blatstein (“Blatstein”), OTG Management, Inc., a Pennsylvania corporation (“Management”), and OTG Consolidated Holdings, Inc., a Pennsylvania corporation (“Holdings” and, together with Blatstein, Management and all other Persons who become party hereto in accordance with this Agreement, the “Stockholders”).
●] Shares OTG EXP, Inc. Class A Common Stock (Par Value $0.01 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with OTG EXP, Inc., a Delaware corporation (the “Company”), and OTG Management, LLC, a Delaware limited liability company, providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Credit Suisse (the “Underwriters”), of shares of Class A common stock of the Company, par value $0.01 per share, (the “Class A Common Stock”).
TAX RECEIVABLE AGREEMENT BY AND AMONG OTG EXP, INC., OTG MANAGEMENT, LLC, AND CERTAIN OTHER PARTIES __________, 2016Tax Receivable Agreement • February 2nd, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 2016, is hereby entered into by and among OTG EXP, Inc., a Delaware corporation (the “Corporation”), OTG Management, LLC, a Delaware limited liability company (“OTG Management”), and each Person listed on Exhibit A hereto (each such Person listed on Exhibit A hereto, a “Beneficiary”).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 14th, 2016 • OTG EXP, Inc. • Retail-eating & drinking places • New York
SECOND AMENDMENT, dated as of August 7, 2015 (this “Second Amendment”) is entered into among OTG Management, LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto (the “Guarantors”), and each Person party hereto as a holder and which collectively constitute the Required Holders (collectively, “Holders” and each individually, a “Holder”) with respect to the Note Purchase Agreement, dated as of December 11, 2012 (as amended by the First Amendment and as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among the Company and each Person named in the Purchaser Schedule attached thereto.
