Chapman and Cutler Sample Contracts

Synchrony Card Issuance Trust – SYNCHRONYSERIES Class A(2018-1) SYNCHRONY CARD ISSUANCE TRUST SYNCHRONY CARD FUNDING, LLC (Depositor) UNDERWRITING AGREEMENT (September 20th, 2018)
XRpro Sciences, Inc. – Credit Agreement and Guaranty Dated as of August 31, 2018 Among Icagen, Inc. As the Borrower, Certain Subsidiaries of the Borrower From Time to Time Party Hereto, as the Subsidiary Guarantors, the Lenders From Time to Time Party Hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $7,250,000 (September 6th, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this "Agreement"), among Icagen, Inc., a Delaware corporation (the "Borrower"), certain of the Borrower's Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

XRpro Sciences, Inc. – Credit Agreement and Guaranty Dated as of August 31, 2018 Among Icagen-T, Inc. As the Borrower, Icagen, Inc. As Parent, Certain Subsidiaries of Parent From Time to Time Party Hereto, as the Subsidiary Guarantors, the Lenders From Time to Time Party Hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $8,000,000 (September 6th, 2018)

Credit Agreement and Guaranty, dated as of August 31, 2018 (this "Agreement"), among Icagen-T, Inc., a Delaware corporation (the "Borrower"), Icagen, Inc., a Delaware corporation ("Parent"), certain of Parent's Subsidiaries from time to time parties hereto, the lenders from time to time party hereto (each, a "Lender" and collectively, the "Lenders"), and Perceptive Credit Holdings II, LP, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

News Corp – Waiver, Consent and Amendment Number 1 (August 15th, 2018)

This WAIVER, CONSENT AND AMENDMENT NUMBER 1 dated as of April 2, 2012 (this Agreement) is entered into by FOXTEL Management Pty Limited (ABN 65 068 671 938), a company registered under the laws of Australia (FOXTEL Management), in its own capacity (in such capacity, the Company), Sky Cable Pty Limited (ABN 14 069 799 640) (Sky Cable), Telstra Media Pty Limited (ABN 72 069 279 027) (Telstra Media and, together with Sky Cable, each a Partner and collectively the Partners) and FOXTEL Management, in its capacity as agent for the Partners as a partnership carrying on the business of the FOXTEL Partnership and as agent for the FOXTEL Television Partnership (in all such capacities, the Guarantor and, the Guarantor, together with the Company, collectively, the Obligor), each holder of Notes under, and as defined in, the below referenced Note Agreement, that is signatory to this Agreement and each Member Guarantor (as defined in the below referenced Note Agreement).

News Corp – Notice of Security Release and Amendment Number 2 (August 15th, 2018)

FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938), a company registered under the laws of Australia (FOXTEL Management), in its own capacity (in such capacity, the Company), Sky Cable Pty Limited (ABN 14 069 799 640) (Sky Cable),

News Corp – FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Own Capacity as Guaranteed By: SKY CABLE PTY LIMITED (ABN 14 069 799 640) TELSTRA MEDIA PTY LIMITED (ABN 72 069 279 027) FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Capacity as Agent for the Partners as a Partnership Carrying on the Business of the FOXTEL Partnership and as Agent for the FOXTEL Television Partnership and the FOXTEL GROUP MEMBER GUARANTORS U.S.$500,000,000 3.68% Series D Guaranteed Senior Notes Due 2019 4.27% Series E Guaranteed Senior Notes Due 2022 4.42% Series F Guaranteed Senior Notes Due 2024 A$100,000 (August 15th, 2018)

No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of Australia or any political subdivision thereof will be incurred by the Obligor, either Partner or any holder of a Note as a result of the execution or delivery of this Agreement and the Notes and no deduction or withholding in respect of Taxes imposed by or for the account of Australia or, to the knowledge of the Obligor and each Partner, any other Taxing Jurisdiction, is required to be made from any payment by the Obligor or either Partner under the Finance Documents to which it is a party, except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of Australia or any political subdivision thereof arising out of circumstances described in clauses (a) through (f), inclusive, of Section 13.

Consent and Fifth Amendment to Senior Secured Credit Agreement (August 14th, 2018)

This CONSENT AND FIFTH AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT, dated as of July 11, 2018 (this "Fifth Amendment"), is entered into by and among Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group Inc.) ("Borrower"), each financial institution from time to time party hereto as lender (each, a "Lender" and collectively, the "Lenders"), and CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P., a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, and together with its successors and assigns, the "Administrative Agent") and as collateral agent for the Lenders (in such capacity, and together with its successors and assigns, the "Collateral Agent").

CareDx, Inc. – Credit Agreement and Guaranty Dated as of April 17, 2018 Among CareDx, Inc. As the Borrower, Certain Subsidiaries of the Borrower From Time to Time Party Hereto, as the Subsidiary Guarantors, the Lenders From Time to Time Party Hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $35,000,000 (August 9th, 2018)
America First Tax Exempt Investors, L.P. – Series Certificate Agreement (August 9th, 2018)

Section 1.01Definitions. Whenever used in these Standard Terms, capitalized terms will have the meaning for those terms provided in Appendix I to the Offering Circular, which appendix is attached as Exhibit A.

Global Medical REIT Inc. – Amended and Restated Credit Agreement Dated as of August 7, 2018 Among Global Medical REIT L.P., as Borrower the Guarantors From Time to Time Party Hereto, the Lenders From Time to Time Party Hereto, and BMO Harris Bank N.A., as Administrative Agent BMO Capital Markets, Citizens Bank, N.A., SunTrust Robinson Humphrey, Inc., and KeyBank National Association as Co-Syndication Agents, Joint Lead Arrangers and Joint Book Runners (August 8th, 2018)

This Amended and Restated Credit Agreement (this "Agreement") is entered into as of August 7, 2018 by and among Global Medical REIT L.P., a Delaware limited partnership (the "Borrower"), Global Medical REIT Inc., a Maryland corporation (the "Parent" or "Global Medical REIT"), the certain Subsidiaries from time to time party to this Agreement as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO Harris Bank N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

First Amendment to Note Purchase Agreement (August 6th, 2018)

This First Amendment dated as of June 22, 2018 (the or this "First Amendment") to the Note Purchase Agreement dated as of May 3, 2017 is among Sensient Technologies Corporation, a Wisconsin corporation (the "Company"), and each of the institutions which is a signatory to this First Amendment (collectively, the "Noteholders").

Third Amendment to Note Purchase Agreement (August 6th, 2018)

This Third Amendment dated as of June 22, 2018 (the or this "Third Amendment") to the Note Purchase Agreement dated as of April 5, 2013 is among Sensient Technologies Corporation, a Wisconsin corporation (the "Company"), and each of the institutions which is a signatory to this Third Amendment (collectively, the "Noteholders").

Second Amendment to Note Purchase Agreement (August 6th, 2018)

This Second Amendment dated as of June 22, 2018 (the or this "Second Amendment") to the Note Purchase Agreement dated as of November 6, 2015 is among Sensient Technologies Corporation, a Wisconsin corporation (the "Company"), and each of the institutions which is a signatory to this Second Amendment (collectively, the "Noteholders").

Third Amendment to Note Purchase Agreement (August 6th, 2018)

This Third Amendment dated as of June 22, 2018 (the or this "Third Amendment") to the Note Purchase Agreement dated as of March 22, 2011 is among Sensient Technologies Corporation, a Wisconsin corporation (the "Company"), and each of the institutions which is a signatory to this Third Amendment (collectively, the "Noteholders").

Aqua Pennsylvania, Inc. $25,000,000 First Mortgage Bonds, 3.99% Series Due 2042 $10,000,000 First Mortgage Bonds, 4.04% Series Due 2045 $65,000,000 First Mortgage Bonds, 4.09% Series Due 2048 (August 3rd, 2018)

The Company will authorize the issue and sale of (i) First Mortgage Bonds, 3.99% Series due 2042 (herein referred to as the "3.99% Series due 2042 Bonds") in an aggregate principal amount of $25,000,000, to bear interest at the rate of 3.99% per annum, and to mature on July 15, 2042, (ii) First Mortgage Bonds, 4.04% Series due 2045 (herein referred to as the "4.04% Series due 2045 Bonds") in an aggregate principal amount of $10,000,000, to bear interest at the rate of 4.04% per annum, and to mature on July 15, 2045, and (iii) First Mortgage Bonds, 4.09% Series due 2048 (herein referred to as the "4.09% Series due 2048 Bonds") in an aggregate principal amount of $65,000,000, to bear interest at the rate of 4.09% per annum, and to mature on July 15, 2048 (the 3.99% Series due 2042 Bonds, the 4.04% Series due 2045 Bonds, and the 4.09% Series due 2048 Bonds are collectively referred to as the "Bonds" and such term includes any such bonds issued in substitution therefor). The Bonds will be

SUPERIOR WATER, LIGHT AND POWER COMPANY 2915 Hill Avenue, Superior, WI 54880 to (Formerly First Bank (N.A.)) as Trustee Under Superior Water, Light and Power Company's Mortgage and Deed of Trust, Dated as of March 1, 1943 THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of May 21, 2018 (August 2nd, 2018)

SUPPLEMENTAL INDENTURE, dated as of the 21st day of May, 2018, made and entered into by and between SUPERIOR WATER, LIGHT AND POWER COMPANY, a corporation of the State of Wisconsin, whose address is 2915 Hill Avenue, Superior, Wisconsin 54880 (the "Company") and U.S. BANK NATIONAL ASSOCIATION (successor to Chemical Bank, as Corporate Trustee, and Peter Morse, as Co-Trustee), a national banking association, whose principal trust office at the date hereof is in Milwaukee, Wisconsin (the "Trustee"), as Trustee under the Mortgage and Deed of Trust dated as of March 1, 1943 (hereinafter called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this Thirteenth Supplemental Indenture (the "Thirteenth Supplemental Indenture") being supplemental thereto;Parties4

WhiteHorse Finance, Inc. – 6.00% Senior Notes Due August 7, 2023 (July 17th, 2018)
New Mountain Finance Corp – Third Supplement to Amended and Restated Note Purchase Agreement New Mountain Finance Corporation (July 11th, 2018)

This Third Supplement to Amended and Restated Note Purchase Agreement (the Supplement) is between New Mountain Finance Corporation, a Delaware corporation (the Company), and the institutional investor named on Schedule A attached hereto (the Purchaser).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Industries, Inc., a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Required Holders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – Second Amendment to Note Purchase Agreement (July 10th, 2018)

This Second Amendment to Note Purchase Agreement (this "Second Amendment") dated as of July 3, 2018 is between South Jersey Industries, Inc., a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this Second Amendment (collectively, the "Required Holders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – Second Amendment to Note Purchase Agreement (July 10th, 2018)

This Second Amendment to Note Purchase Agreement (this "Second Amendment") dated as of July 3, 2018 is between South Jersey Industries, Inc., a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this Second Amendment (collectively, the "Required Holders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – Second Amendment to Note Purchase Agreement (July 10th, 2018)

This Second Amendment to Note Purchase Agreement (this "Second Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this Second Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – First Amendment to Note Purchase Agreement (July 10th, 2018)

This First Amendment to Note Purchase Agreement (this "First Amendment") dated as of July 3, 2018 is between South Jersey Gas Company, a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this First Amendment (collectively, the "Noteholders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

South Jersey Industries – Second Amendment to Note Purchase Agreement (July 10th, 2018)

This Second Amendment to Note Purchase Agreement (this "Second Amendment") dated as of July 3, 2018 is between South Jersey Industries, Inc., a New Jersey corporation (the "Company"), and each of the institutions that is a signatory to this Second Amendment (collectively, the "Required Holders"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement (as defined below).

Texas New Mexico Power Co – TEXAS-NEW MEXICO POWER COMPANY 3.85% First Mortgage Bonds, Due 2028, Series 2018A BOND PURCHASE AGREEMENT Dated June 28, 2018 (July 2nd, 2018)

The Company will authorize the issue and sale of $60,000,000 aggregate principal amount of its 3.85% First Mortgage Bonds, due 2028, Series 2018A (as amended, restated or otherwise modified from time to time and including any such bonds issued in substitution therefor pursuant to the Indenture, the "Bonds"). The Bonds will be issued under and secured by that certain First Mortgage Indenture dated as of March 23, 2009 (the "Original Indenture"), from the Company, as grantor, to MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.), as trustee (the "Trustee"), as previously amended and supplemented by a First Supplemental Indenture dated as of March 23, 2009, a Second Supplemental Indenture, dated as of March 25, 2009, a Third Supplemental Indenture, dated as of April 30, 2009, as amended by a First Amendment, dated as of December 16, 2010, a Fourth Supplemental Indenture dated as of September 30, 2011, a Fifth Supplemental Indenture, dated as of April 3, 2013, a Sixth Supplemental

South Jersey Industries – Note Purchase Agreement (June 26th, 2018)

South Jersey Industries, Inc., a New Jersey corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the "Company"), agrees with each of the Purchasers as follows:

4.05% Series a Senior Notes Due June 15, 2025 4.22% Series B Senior Notes Due June 15, 2028 NOTE PURCHASE AGREEMENT (June 18th, 2018)

The Company will authorize the issue and sale of (i) $100,000,000 aggregate principal amount of its 4.05% Series A Senior Notes due June 15, 2025 (the "Series A Notes") and (ii) $50,000,000 aggregate principal amount of its 4.22% Series B Senior Notes due June 15, 2028 (the "Series B Notes"; and together with the Series A Notes, the "Notes"). The Series A Notes and Series B Notes shall be substantially in the form set out in Schedule 1-A and 1-B, respectively. References to "Series" of Notes shall refer to the Series A Notes or Series B Notes, or all, as the context may require. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.

Coresite Realty Corp. – First Amendment to Note Purchase Agreement (June 13th, 2018)

Each of CORESITE, L.P., a Delaware limited partnership (the Issuer), and CORESITE REALTY CORPORATION, a Maryland corporation (the Parent) (in respect of Sections 22.6, 22.7 and 23 hereof), agrees with each of the Purchasers as follows:

Coresite Realty Corp. – First Amendment to Note Purchase Agreement (June 13th, 2018)

Each of CORESITE, L.P., a Delaware limited partnership (the Issuer), and CORESITE REALTY CORPORATION, a Maryland corporation (the Parent) (in respect of Sections 22.6, 22.7 and 23 hereof), agrees with each of the Purchasers as follows:

EXTRA SPACE STORAGE LP EXTRA SPACE STORAGE INC. $300,000,000 4.39% SENIOR NOTES DUE JULY 17, 2028 NOTE PURCHASE AGREEMENT Dated May 25, 2018 (May 31st, 2018)
HON INDUSTRIES Inc. – Contract (May 31st, 2018)