Amendment Sample Contracts

Third Amendment and Incremental Facility Amendment (April 20th, 2018)

This THIRD AMENDMENT AND INCREMENTAL FACILITY AMENDMENT, dated as of April 18, 2018 (this "Amendment"), to the Credit Agreement, dated as of May 9, 2014 (as amended, supplemented or otherwise modified through the date hereof, the "Credit Agreement"), among Minerals Technologies Inc. (the "Company"), the subsidiary borrowers party thereto (together with the Company, the "Borrowers"), the lenders party thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the "Administrative Agent"), and the other agents party thereto.

Amendment of the Amended and Restated Bylaws of Standard Diversified Opportunities Inc. (April 20th, 2018)

The following amendment is effective as of April 18, 2018 as approved by the unanimous written consent of the Board of Directors of Standard Diversified Opportunities Inc. (the "Company"):

Fifth Amendment (April 20th, 2018)

THIS FIFTH AMENDMENT, dated as of April 17, 2018 (this "Amendment"), is among DIEBOLD NIXDORF, INCORPORATED (f/k/a Diebold, Incorporated), an Ohio corporation (the "Company"), and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent, and amends that certain Credit Agreement, dated as of November 23, 2015, as amended by that certain Replacement Facilities Effective Date Amendment, dated as of December 23, 2015, that Second Amendment, dated as of May 6, 2016, that Third Amendment, dated as of August 16, 2016, that Fourth Amendment, dated as of February 14, 2017 and that Incremental Amendment, dated as of May 9, 2017 (the "Existing Credit Agreement", as amended by this Amendment and as further amended, restated, modified or supplemented from time to time, the "Credit Agreement"). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Existing Credit Agreement.

Origin Bancorp, Inc. – Amendment to the Life Insurance Endorsement Method Split (April 19th, 2018)

THIS AMENDMENT, made and entered into this ____ day of __________, 2009, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the "Bank"), and Drake D. Mills, an Executive of the Bank (hereinafter referred to as the "Executive"), shall effectively amend the Community Trust Bank Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 10, 2008 (hereinafter referred to as the "Agreement") as specifically set forth herein. Pursuant to Paragraph XVI of the Agreement, the Bank and the Executive hereby adopt the following amendment:

Ephs Holdings, Inc. – First Renewal and Amendment to the Lease (April 19th, 2018)
Origin Bancorp, Inc. – Amendment to the Life Insurance Endorsement Method Split (April 19th, 2018)

THIS AMENDMENT, made and entered into this 8th day of December, 2008, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the "Bank"), and M. Lance Hall, an Executive of the Bank (hereinafter referred to as the "Executive"), shall effectively amend the Community Trust Bank Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 4, 2002 (hereinafter referred to as the "Agreement") as specifically set forth herein. Pursuant to Paragraph XVI of the Agreement, the Bank and the Executive hereby adopt the following amendment:

Origin Bancorp, Inc. – Amendment to the Life Insurance Endorsement Method Split (April 19th, 2018)

THIS AMENDMENT, made and entered into this 18th day of December, 2009, by and between Community Trust Bank, a bank organized and existing under the laws of the State of Louisiana (hereinafter referred to as the "Bank"), and M. Lance Hall, an Executive of the Bank (hereinafter referred to as the "Executive"), shall effectively amend the Community Trust Bank Life Insurance Endorsement Method Split Dollar Plan Agreement dated September 4, 2002 (hereinafter referred to as the "Agreement") as specifically set forth herein. Pursuant to Paragraph XVI of the Agreement, the Bank and the Executive hereby adopt the following amendment:

Fourth Amendment and Increased Facility Activation Notice (April 18th, 2018)

FOURTH AMENDMENT, dated as of April 18, 2018 (this Amendment), to the Term Loan Credit Agreement, dated as of May 31, 2015 (as amended by the First Amendment, dated as of September 27, 2016, the Second Amendment dated as of September 28, 2017 and the Third Amendment, dated as of December 8, 2017, the Credit Agreement), among TTM TECHNOLOGIES, INC. (the Borrower), the several banks and other financial institutions or entities from time to time parties thereto (the Lenders), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent) and the other agents parties thereto.

Hpev, Inc. – AMENDMENT TO THE $110,000 PROMISORY NOTE DATED February 3, 2017 (April 17th, 2018)

This Amendment (this "Agreement") is entered into as of November 1, 2017 (the "Effective Date"), by and between Cool Technologies, Inc., a Nevada corporation (the "Company") and Lucas Hoppel (the "Holder") collectively, the Company and Holder shall be referred to as the "Parties" and each a "Party."

Hpev, Inc. – Amendment to the $180,000 Promisorry Note Dated September 30, 2017 (April 17th, 2018)

This Amendment (this "Agreement") is entered into as of February 19, 2018 (the "Effective Date"), by and between Cool Technologies, Inc., a Nevada corporation (the "Company") and Lucas Hoppel (the "Holder") collectively, the Company and Holder shall be referred to as the "Parties" and each a "Party."

Hpev, Inc. – AMENDMENT TO THE $110,000 PROMISORRY NOTE DATED February 3, 2017 (April 17th, 2018)

This Amendment (this "Agreement") is entered into as of December 29, 2017 (the "Effective Date"), by and between Cool Technologies, Inc., a Nevada corporation (the "Company") and Lucas Hoppel (the "Holder") collectively, the Company and Holder shall be referred to as the "Parties" and each a "Party."

Amyris – Third Amendment (April 17th, 2018)

SAO MARTINHO S.A., company with registered office in the city of Pradopolis, State of Sao Paulo, at Fazenda Sao Martinho, CEP 014850-000, registered with the Taxpayers' Registry of the Ministry of Finance under no. CNPJ/MF 51.466.860/0001-56, herein represented under the terms in its By-Laws, hereinafter referred to as "LESSOR", or "Sao Martinho";

Hpev, Inc. – Amendment to the $180,000 Promisorry Note Dated September 30, 2017 (April 17th, 2018)

This Amendment (this "Agreement") is entered into as of December 29, 2017 (the "Effective Date"), by and between Cool Technologies, Inc., a Nevada corporation (the "Company") and Lucas Hoppel (the "Holder") collectively, the Company and Holder shall be referred to as the "Parties" and each a "Party."

Amendment No. 2 (April 17th, 2018)

This Amendment NO. 2, dated as of April 11, 2018 (this "Amendment") is entered into by and among BASIC ENERGY RECEIVABLES, LLC (the "Borrower"), BASIC ENERGY SERVICES, L.P. (the "Servicer"), BASIC ENERGY SERVICES, INC. ("Parent"), MORGAN STANLEY SENIOR FUNDING, INC., as the Lender providing a new Commitment (the "Commitment Increase Lender"), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, the "Administrative Agent").

Yummy Flies, Inc. – Amendment (April 16th, 2018)

The parties agree that the Promissory Note Dated July 5, 2017 in the Principal Amount of $220,000 (the "Note") by and between Pura Naturals. Inc. ("Company") and Vista Capital Investments, LLC ("Holder") is hereby amended as follows:

Amendment No. 1 (April 16th, 2018)

AMENDMENT NO. 1 (this Agreement) dated as of April 16, 2018 relating to the Credit Agreement dated as of October 6, 2017 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the Credit Agreement) among (a) CEOC, LLC (the Borrower), (b) the LENDERS party thereto from time to time and (c) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (together with its successors and assigns in such capacity, the Administrative Agent) and as collateral agent.

Hancock Jaffe Laboratories, Inc. – Amendment to Warrant to Purchase Shares (April 16th, 2018)

This Amendment to Warrant to Purchase Shares (this "Amendment"), dated as of April 6, 2018, is by and between Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company"), and [___________] (the "Holder"), and amends that certain Warrant to Purchase Shares, issued as of [__________], by the Company to the Holder (the "Warrant"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

Spirit MTA REIT – Amendment No. 1 to the Second Amended and Restated Master Indenture (April 13th, 2018)

This Amendment No. 1 to the Second Amended and Restated Master Indenture (this Amendment), is entered into as of this 26th day of November, 2014, by and among Spirit Master Funding, LLC (SMF I), Spirit Master Funding II, LLC (SMF II), Spirit Master Funding III, LLC (SMF III and, collectively with SMF I and SMF II, the Issuers) and Citibank, N.A., as indenture trustee (the Indenture Trustee).

Spirit MTA REIT – Amendment No. 3 to the Second Amended and Restated Master Indenture (April 13th, 2018)

This Amendment No. 3 to the Second Amended and Restated Master Indenture (this Amendment), is entered into as of this 29th day of January, 2018, by and among Spirit Master Funding, LLC (SMF), Spirit Master Funding II, LLC (SMF II), Spirit Master Funding III, LLC (SMF III), Spirit Master Funding VI, LLC (SMF VI), Spirit Master Funding VIII, LLC (SMF VIII and, collectively with SMF, SMF II, SMF III and SMF VI, the Issuers) and Citibank, N.A., as indenture trustee (the Indenture Trustee).

Spirit MTA REIT – Amendment No. 2 to the Second Amended and Restated Master Indenture (April 13th, 2018)

This Amendment No. 2 to the Second Amended and Restated Master Indenture (this Amendment), is entered into as of this 14th day of December, 2017, by and among Spirit Master Funding, LLC (SMF), Spirit Master Funding II, LLC (SMF II), Spirit Master Funding III, LLC (SMF III), Spirit Master Funding VI, LLC (SMF VI), Spirit Master Funding VIII, LLC (SMF VIII and, collectively with the Initial Issuers and SMF VI, the Issuers) and Citibank, N.A., as indenture trustee (the Indenture Trustee).

Wayfair Inc. – Amendment No. 2 (April 13th, 2018)

This AMENDMENT NO. 2 (this "Amendment No. 2") dated as of April 12, 2018, by and among WAYFAIR LLC, a limited liability company organized under the laws of the State of Delaware (the "Borrower"); WAYFAIR INC., a corporation organized under the laws of the State of Delaware (the "Parent"); CITIBANK, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swing Line Lender and L/C Issuer, and the lenders party hereto, is entered into in connection with the Credit Agreement, dated as of February 22, 2017 (as amended by that certain Amendment No. 1 dated as of September 11, 2017, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among the Borrower, the Parent, the lenders party thereto, the Swing Line Lender, the L/C Issuer and the Administrative Agent.

Amendment No. 3 to Shareholders Agreement (April 12th, 2018)

This AMENDMENT NO. 3 TO SHAREHOLDERS AGREEMENT (Amendment No. 3), dated as of 3 June 2014, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). Capitalized terms used herein without definition have the meanings given such terms in the Shareholders Agreement (as defined below).

Gemphire Therapeutics Inc. – AMENDMENT No. 1 TO THE Gemphire Therapeutics Inc. INDUCEMENT PLAN (April 12th, 2018)

The Gemphire Therapeutics Inc. Inducement Plan (the "Plan") is hereby amended in the following respects, effective April 9, 2018, in accordance with Section 2(b)(vi) of the Plan.

Amendment No. 4 to Shareholders Agreement (April 12th, 2018)

This AMENDMENT NO. 4 TO SHAREHOLDERS AGREEMENT (Amendment No. 4), dated as of 21 July 2014, is entered into by and among MCE Cotai Investments Limited, a company incorporated in the Cayman Islands (MCE Cotai), New Cotai, LLC, a Delaware limited liability company (New Cotai), Melco Crown Entertainment Limited, a company incorporated in the Cayman Islands (MCE), and Studio City International Holdings Limited (formerly known as Cyber One Agents Limited), a company incorporated in the British Virgin Islands (Company). Capitalized terms used herein without definition have the meanings given such terms in the Shareholders Agreement (as defined below).

2018 Refinancing Amendment (April 12th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 7, 2014 (as amended, including by the 2018 Refinancing Amendment, this Agreement), among SBA SENIOR FINANCE II LLC, a Florida limited liability company (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), and TORONTO DOMINION (TEXAS) LLC, as administrative agent (in such capacity, the Administrative Agent).

EIGHTH AMENDMENT OF UNITEDHEALTH GROUP EXECUTIVE SAVINGS PLAN (2004 Statement) (April 12th, 2018)

WHEREAS, UnitedHealth Group Incorporated, a Minnesota corporation (UnitedHealth Group) has heretofore established and maintains several nonqualified, deferred compensation programs (the ESP) for the benefit of a select group of management or highly compensated employees of UnitedHealth Group and certain affiliates of UnitedHealth Group; and

Unimin Corp – Second Amendment to the Unimin Corporation Pension Restoration Plan as Amended and Restated Effective July 31, 2008 (April 11th, 2018)

WHEREAS, Unimin Corporation (the Company) maintains the Unimin Corporation Pension Restoration Plan (the Plan) for the benefit of certain of its executives;

Unimin Corp – Amendment to the Unimin Corporation Pension Restoration Plan as Amended and Restated Effective July 31, 2008 (April 11th, 2018)

WHEREAS, Unimin Corporation (the Company) maintains the Pension Restoration Plan (the Plan) for the benefit of certain of its executives;

Amendment No. Seven to Amended and Restated Private Label Credit Card Plan Agreement Between Comenity Bank and Stage Stores, Inc. Specialty Retailers, Inc. (April 10th, 2018)

THIS AMENDMENT NO. SEVEN ("Amendment No. 7") to that certain AMENDED and RESTATED PRIVATE LABEL CREDIT CARD PLAN AGREEMENT entered into as of the 8th day of August, 2012 and effective as of the 1st day of August 2012 ("Agreement") among Stage Stores, Inc. ("SSI") and Specialty Retailers, Inc. ("SRI") (with SSI and SRI hereinafter collectively referred to as "Stage") and Comenity Bank (formerly known as World Financial Network Bank) ("Bank"), is entered into by and between Bank and SSI on December 22, 2017 ("Effective Date").

AMENDMENT TO THE GENERAL RE CORPORATION AND GOVERNMENT EMPLOYEES COMPANIES SAVINGS AND STOCK OWNERSHIP PLAN as Amended and Restated Effective December 31, 2017 (April 10th, 2018)

The General Re Corporation and Government Employees Companies Savings and Stock Ownership Plan, as amended and restated effective December 31, 2017 (the Plan), is hereby further amended, effective as of December 31, 2017, as provided below:

Amendment No. Six to Amended and Restated Private Label Credit Card Plan Agreement Between Comenity Bank and Stage Stores, Inc. Specialty Retailers, Inc. (April 10th, 2018)

THIS AMENDMENT NO. SIX ("Amendment No. 6") to that certain AMENDED and RESTATED PRIVATE LABEL CREDIT CARD PLAN AGREEMENT entered into as of the 8th day of August, 2012 and effective as of the 1st day of August 2012 ("Agreement") among Stage Stores, Inc. ("SSI") and Specialty Retailers, Inc. ("SRI") (with SSI and SRI hereinafter collectively referred to as "Stage") and Comenity Bank (formerly known as World Financial Network Bank) ("Bank"), is entered into by and between Bank and Stage on the 12th of December, 2017 (the "Amendment No. 6 Effective Date").

Amendment No. 1 to Amended and Restated Bylaws of Verifone Systems, Inc. (April 9th, 2018)

The Amended and Restated Bylaws of VeriFone Systems, Inc. (the Bylaws), as previously approved and adopted on December 15, 2016, are hereby amended, effective April 9, 2018, as follows:

Cytodyn Inc – AMENDMENT TO PLACEMENT AGENT WARRANTS PRIVATE INVESTMENT IN PUBLIC ENTITY[REGISTERED DIRECT]1 February 22, 2018 (April 9th, 2018)

This Amendment (the Amendment) to those warrants listed on Schedule A hereto (Placement Agent Warrants) is made by and between CytoDyn Inc., a Delaware corporation (the Company), and Paulson Investment Company, LLC, a Delaware limited liability company (the Placement Agent), as of the date first above written.

Amendment No. 2 (Tranche B-2 Term Loans) (April 9th, 2018)

TERM CREDIT AGREEMENT dated as of June 18, 2014, among THE MENS WEARHOUSE, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Carter Validus Mission Critical REIT II, Inc. – Amendment to Collateral Assignment of Interests (April 9th, 2018)

THIS AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS (this "Amendment"), is made as of April 5, 2018 and between CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership ("Assignor") and KEYBANK NATIONAL ASSOCIATION ("KeyBank"), as Agent for itself and the other Lenders (the "Lenders") from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as "Agent").