Amendment Sample Contracts

Validus Holdings, Ltd. – Amendment No. 1 (July 18th, 2018)

FIVE-YEAR SECURED LETTER OF CREDIT FACILITY AGREEMENT dated as of December 9, 2015 among VALIDUS HOLDINGS, LTD., a holding company organized under the laws of Bermuda (the "Company"), VALIDUS REINSURANCE, LTD., a reinsurance company organized under the laws of Bermuda and a wholly-owned subsidiary of the Company ("Validus Re"), the other Designated Subsidiary Account Parties (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), JPMORGAN CHASE BANK, N.A., as Administrative Agent, LLOYDS SECURITIES INC., as Syndication Agent and, BARCLAYS BANK PLC, HSBC BANK USA, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Documentation Agents and American International Group, Inc. as guarantor (the "Parent Guarantor"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1.01 are used herein as so defined.

Amendment of Solicitation/Modification of Contract (July 16th, 2018)

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Amendment of Solicitation/Modification of Contract (July 16th, 2018)

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Amendment of Solicitation/Modification of Contract (July 16th, 2018)

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Amendment of Solicitation/Modification of Contract (July 16th, 2018)

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Goldman Sachs Private Middle Market Credit LLC – SECOND AMENDMENT Dated as Of: July 16, 2018 (July 16th, 2018)

This SECOND AMENDMENT (this Amendment) dated as of July 16, 2018, is entered into by and between Goldman Sachs Private Middle Market Credit LLC, a Delaware limited liability company (the Primary Borrower and, together with any Qualified Borrowers becoming a party to the Credit Agreement (as defined below), the Borrowers and each a Borrower), and Bank of America, N.A. (Bank of America), as the administrative agent (in such capacity, the Administrative Agent) for the Secured Parties, the Lead Arranger, the Letter of Credit Issuer and as a Lender (in such capacity, Lender).

Amendment of Solicitation/Modification of Contract (July 16th, 2018)

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Amendment of Solicitation/Modification of Contract (July 16th, 2018)

* Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co – Tenth Amendment to the Private Instrument of Deed Regarding the First Public Issuance of Common Debentures, Non-Convertible Into Shares, With Real Guarantee and Additional Fiduciary Guarantee for Public Placement With Restricted Placement Efforts, of Estre Ambiental S.A. (July 12th, 2018)

This "Tenth Amendment to the Private Instrument of Deed regarding the First Public Issuance of Common Debentures, Non-Convertible into Shares, with Real Guarantees and Additional Fiduciary Guarantee, for Public Placement with Restricted Placement Efforts, of Estre Ambiental S.A." ("Tenth Amendment") is executed between:

BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co – Tenth Amendment to the Private Instrument of Deed Regarding the Second Public Issuance of Common Debentures, Non-Convertible Into Shares, of a Single Series, of the Unsecured Type, With Additional Real Guarantees and Additional Fiduciary Guarantee for Public Placement With Restricted Placement Efforts, of Estre Ambiental S.A. (July 12th, 2018)

This "Tenth Amendment to the Private Instrument of Deed regarding the Second Public Issuance of Common Debentures, Non-Convertible into Shares, of a Single Series, of the Unsecured Type, with Additional Real Guarantees and Additional Fiduciary Guarantee, for Public Placement with Restricted Placement Efforts, of Estre Ambiental S.A." ("Tenth Amendment") is executed between:

New Mountain Finance Corp – Amendment No. 4 (July 11th, 2018)

AMENDMENT NO. 4 (this Amendment) dated as of July 5, 2018, among NEW MOUNTAIN FINANCE CORPORATION (the Borrower), the Lenders party hereto and GOLDMAN SACHS BANK USA, in its capacity as Administrative Agent (the Agent) under the Credit Agreement referred to below.

Gala Global Inc. – AMENDMENT No. 1 to AGREEMENT FOR CORPORATE EXECUTIVE Between GALA GLOBAL INC. And MAQSOOD REHMAN (July 10th, 2018)

This Amendment No. 1 to the Agreement ("Amendment No. 1") is entered and into effect as of the 19th day of June, 2017, ("Effective Date"), between Gala Global, Inc., a Nevada Corporation (The "Company"), having a principal address of 2780 South Jones Blvd. Ste., #,3125, Las Vegas Nevada 89146, and Dr. Maqsood Rahman, an individual ("Executive").

Vaccinex, Inc. – CONSENT AND AMENDMENT June 12, 2018 (July 9th, 2018)

Reference is hereby made to (a) the Agreement of Limited Partnership of VX3 (DE) LP, dated as of October 27, 2017, by and among VX 3 Inc., a corporation incorporated under the laws of Ontario, as the general partner (the General Partner), the parties set out in Schedule A thereto (the Limited Partners), and any other Persons who shall in the future execute and deliver the Partnership Agreement as additional Partners pursuant to the provisions thereof (the Partnership Agreement), and (b) the Services Agreement, dated as of November 6, 2017, by and between Vaccinex, Inc., a corporation incorporated under the laws of Delaware (Vaccinex), and VX3 (DE) LP, a limited partnership organized under the laws of Delaware (the Partnership) (the Services Agreement), each as amended by (x) the Consent and Amendment, dated as of February 28, 2018, by and among the General Partner, FCMI Parent Co., a Limited Partner (FCMI), and the Partnership and (y) the Consent and Amendment, dated as of May 15, 2018

Vaccinex, Inc. – CONSENT AND AMENDMENT February 28, 2018 (July 9th, 2018)

Reference is hereby made to (i) the Agreement of Limited Partnership of VX3 (DE) LP, dated as of October 27, 2017, by and among VX 3 Inc., a corporation incorporated under the laws of Ontario as the general partner (the General Partner), the parties set out in Schedule A thereto (the Limited Partners), and any other Persons who shall in the future execute and deliver the Partnership Agreement as additional Partners pursuant to the provisions thereof (the Partnership Agreement); and (ii) the Services Agreement, dated as of November 6, 2017, by and between Vaccinex, Inc., a corporation incorporated under the laws of Delaware (Vaccinex), and VX3 (DE) LP, a limited partnership organized under the laws of Delaware (the Partnership) (the Services Agreement).

Vaccinex, Inc. – CONSENT AND AMENDMENT May 15, 2018 (July 9th, 2018)

Reference is hereby made to (i) the Agreement of Limited Partnership of VX3 (DE) LP, dated as of October 27, 2017, by and among VX 3 Inc., a corporation incorporated under the laws of Ontario as the general partner (the General Partner), the parties set out in Schedule A thereto (the Limited Partners), and any other Persons who shall in the future execute and deliver the Partnership Agreement as additional Partners pursuant to the provisions thereof (the Partnership Agreement), and (ii) the Services Agreement, dated as of November 6, 2017, by and between Vaccinex, Inc., a corporation incorporated under the laws of Delaware (Vaccinex), and VX3 (DE) LP, a limited partnership organized under the laws of Delaware (the Partnership) (the Services Agreement), each as amended by the Consent and Amendment, dated as of February 28, 2018, by and among the General Partner, FCMI Parent Co., a Limited Partner (FCMI), and the Partnership (the First Amendment).

Eldorado Resorts, Inc. – ELDORADO RESORTS AND CHURCHILL DOWNS ANNOUNCE MUTUAL TERMINATION OF LADY LUCK CASINO VICKSBURG TRANSACTION AND AMENDMENT TO PRESQUE ISLE DOWNS & CASINO TRANSACTION Churchill Downs Agrees in Principle to Assume Management of Eldorado Resorts Lady Luck Casino Nemacolin (July 9th, 2018)

Reno, Nev., (July 9, 2018) Eldorado Resorts, Inc. (NASDAQ: ERI) (Eldorado or the Company) and Churchill Downs Incorporated (NASDAQ: CHDN) (Churchill or Churchill Downs) announced today that they have terminated their previously announced agreement whereby Churchill was to acquire substantially all of the assets and properties associated with Lady Luck Casino in Vicksburg, Mississippi (Lady Luck Vicksburg) and amended their previously announced agreement whereby Churchill is to acquire substantially all of the assets and properties associated with Presque Isle Downs & Casino in Erie, Pennsylvania from Eldorado (collectively, the Termination and Amendment Agreements). Pursuant to the Termination and Amendment Agreements, Churchill will pay Eldorado a $5.0 million termination fee, subject to the parties execution of a definitive agreement with respect to the Lady Luck Nemacolin transaction as described below.

Nielsen Holdings plc – Amendment No. 4 (July 6th, 2018)

AMENDMENT NO. 4, dated as of June 29, 2018 (this Amendment), relating to that certain Fourth Amended and Restated Credit Agreement, entered into as of April 22, 2014 (as amended by that certain Amendment No. 1 dated as of March 30, 2016, as further amended by that certain Amendment No. 2 dated as of October 4, 2016, as further amended by that certain Amendment No. 3 dated as of April 13, 2017, and as further amended from time to time prior to the Amendment No. 4 Effective Date, the Existing Credit Agreement), among NIELSEN FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, Nielsen), TNC (US) HOLDINGS INC., a New York corporation (together with its successors and assigns, TNC and, together with Nielsen, the U.S. Borrowers), NIELSEN HOLDING AND FINANCE B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Diemen, The Netherlands (together with its successors and assigns, the Dutch Borrower and, together

Third Amendment (July 5th, 2018)

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 23, 2016, among iSTAR INC. (the Borrower), the BANKS listed on the signature pages hereof or otherwise from time to time parties hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

Cancer Genetics, Inc – Cancer Genetics, Inc. Omnibus Warrant Amendment (July 5th, 2018)

This Omnibus Warrant Amendment (this "Amendment") is entered into as of June 30, 2018 (the "Effective Date"), by and among Cancer Genetics, Inc., a Delaware corporation (the "Company"), as issuer, and each of Partners for Growth IV, L.P., a Delaware limited partnership ("PFG"), PFG Equity Investors, LLC, a Delaware limited liability company, and SVB Financial Group, a Delaware corporation (each a "Holder" and collectively, "Holders"). Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in those certain Warrants issued by the Company to PFG and its designees named above dated as of March 22, 2017 (the "PFG Warrants").

Aspen Insurance Holdings Limited – Deed of Amendment (July 3rd, 2018)
Columbia Laboratories, Inc. – AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BY-LAWS OF JUNIPER PHARMACEUTICALS, INC. (The Corporation) Effective July 2, 2018 (July 3rd, 2018)
Tallgrass Energy GP, LP – Certificate of Amendment to Limited Liability Company Certificate of Formation of Tegp Management, Llc (July 2nd, 2018)

The undersigned, desiring to amend the Limited Liability Company Certificate of Formation of TEGP Management, LLC (the Company) pursuant to the provisions of Section 18-202 of the Delaware Limited Liability Company Act, does hereby certify as follows:

BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co – Tenth Amendment to the Private Instrument of Deed Regarding the First Public Issuance of Common Debentures, Non-Convertible Into Shares, With Real Guarantee and Additional Fiduciary Guarantee for Public Placement With Restricted Placement Efforts, of Estre Ambiental S.A. (July 2nd, 2018)

This "Tenth Amendment to the Private Instrument of Deed regarding the First Public Issuance of Common Debentures, Non-Convertible into Shares, with Real Guarantees and Additional Fiduciary Guarantee, for Public Placement with Restricted Placement Efforts, of Estre Ambiental S.A." ("Tenth Amendment") is executed between:

BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co – Tenth Amendment to the Private Instrument of Deed Regarding the Second Public Issuance of Common Debentures, Non-Convertible Into Shares, of a Single Series, of the Unsecured Type, With Additional Real Guarantees and Additional Fiduciary Guarantee for Public Placement With Restricted Placement Efforts, of Estre Ambiental S.A. (July 2nd, 2018)

This "Tenth Amendment to the Private Instrument of Deed regarding the Second Public Issuance of Common Debentures, Non-Convertible into Shares, of a Single Series, of the Unsecured Type, with Additional Real Guarantees and Additional Fiduciary Guarantee, for Public Placement with Restricted Placement Efforts, of Estre Ambiental S.A." ("Tenth Amendment") is executed between:

A.H. Belo Corp. – Fourth Amendment to the Savings Plan (July 2nd, 2018)
Summit Semiconductor Inc. – AMENDMENT TO Series D TRANSACTION DOCUMENTS (July 2nd, 2018)

This AMENDMENT TO Series D TRANSACTION DOCUMENTS (this "Amendment") dated as of March [__], 2018, and effective as of February 28, 2018 (the "Effective Date") is entered into by Summit Semiconductor, Inc., a Delaware corporation (the "Company"), and [HOLDER] or its assigns (the "Holder").

Digital Power Corporation – Amendment No. 4 Agreement (July 2nd, 2018)

This Amendment No. 4 Agreement dated as of July 2, 2018 (this "Amendment") between Dominion Capital LLC (the "Holder") and DPW Holdings, Inc., a Delaware corporation (the "Company"), relates to the Security Agreement (as defined below) entered into by and among the foregoing parties as well as the subsidiaries of the Company signatory thereto (collectively, the "Guarantors") as well as certain other agreements entered into by the parties as described below.

Summit Semiconductor Inc. – Amendment to Transaction Documents (July 2nd, 2018)

This AMENDMENT TO TRANSACTION DOCUMENTS (this "Amendment") dated as of March 20, 2018, and effective as of February 28, 2018 (the "Effective Date") is entered into by Summit Semiconductor, Inc., a Delaware corporation (the "Company"), and Meriwether Mezzanine Partners, L.P. or its assigns (the "Holder").

Summit Semiconductor Inc. – AMENDMENT TO Series G TRANSACTION DOCUMENTS (July 2nd, 2018)

This AMENDMENT TO Series G TRANSACTION DOCUMENTS (this "Amendment"), dated as of June [__], 2018, with an effective date of June 15, 2018 (the "Effective Date"), is entered into by Summit Semiconductor, Inc., a Delaware corporation (the "Company"), and [________] or [his/her/its] assigns (the "Holder").

Digital Power Corporation – Amendment No. 3 Agreement (July 2nd, 2018)

This Amendment No. 3 Agreement (this "Amendment") is dated as of July 2, 2018 by and between Dominion Capital LLC (the "Holder") and DPW Holdings, Inc., a Delaware corporation (the "Company").

Amendment to Amended and Restated Bylaws of Plantronics, Inc. (July 2nd, 2018)
Letter Amendment No. 2 (June 29th, 2018)

To the banks, financial institutions and other institutional lenders (collectively, the "Lenders") party to the Credit Agreement referred to below and to Citibank, N.A., as agent (the "Agent") for the Lenders

Berry Petroleum Corp – Certificate of Amendment of Certificate of Designation of Series a Convertible Preferred Stock of Berry Petroleum Corporation (June 29th, 2018)

Berry Petroleum Corporation, a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies as follows:

Second Amendment to Tax Benefit Preservation Plan (June 29th, 2018)

This second amendment to Tax Benefit Preservation Plan, dated as of June 28, 2018 (this Amendment), is by and between Echelon Corporation, a Delaware corporation (the Company), and Computershare Inc., as rights agent (the Rights Agent).

Second Amendment to Tax Benefit Preservation Plan (June 29th, 2018)

This second amendment to Tax Benefit Preservation Plan, dated as of June 28, 2018 (this Amendment), is by and between Echelon Corporation, a Delaware corporation (the Company), and Computershare Inc., as rights agent (the Rights Agent).