Connecticut Sample Contracts

Ametek, Inc. Note Purchase Agreement Dated as of December 13, 2018 75,000,000 Series T Senior Notes Due December 13, 2027 $50,000,000 Series U Senior Notes Due December 13, 2028 $150,000,000 Series v Senior Notes Due December 13, 2027 $275,000,000 Series W Senior Notes Due December 13, 2025 $100,000,000 Series X Senior Notes Due December 13, 2027 (December 18th, 2018)
Contract (December 18th, 2018)
Contract (December 18th, 2018)
Connecticut Water Service, Inc. – Amended and Restated Promissory Note (December 17th, 2018)

FOR VALUE RECEIVED, the undersigned CONNECTICUT WATER SERVICE, INC., a Connecticut corporation ("Maker"), hereby unconditionally promises to pay to CITIZENS BANK, NATIONAL ASSOCIATION, a national banking association (the "Payee" or "Bank"), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as "Holder") at the office of the Bank located at 209 Church Street, New Haven, Connecticut 06510, the principal amount of SEVENTY FIVE MILLION AND NO/100 DOLLARS ($75,000,000.00) or such lesser amount as may have been loaned, advanced or readvanced to Maker by the Bank under the terms of that certain Letter Agreement of even date herewith by and between Maker and the Bank (as amended and in effect from time to time, the "Letter Agreement"), together with interest thereon as provided herein and all other sums due from Maker to the Bank under the Letter Agreement and this Note.

Connecticut Water Service, Inc. – Single Advance Term Promissory Note and Supplement (December 17th, 2018)

THIS SINGLE ADVANCE TERM PROMISSORY NOTE AND SUPPLEMENT ("Supplement") to the Amended and Restated Master Loan Agreement dated December 1, 2012 (such agreement, as may be amended, hereinafter referred to as the "MLA"), is entered into as of October 30, 2018 between COBANK, ACB, a federally-chartered instrumentality of the United States ("CoBank") and THE MAINE WATER COMPANY, Saco, Maine, a Maine corporation (together with its permitted successors and assigns, the "Company"). Capitalized terms not otherwise defined in this Supplement will have the meanings set forth in the MLA.

Connecticut Water Service, Inc. – Citizens Bank, National Association (December 17th, 2018)

Reference is hereby made to that certain letter agreement dated as of May 8, 2002 by and between Citizens Bank, National Association (the "Bank") and Connecticut Water Service, Inc., a Connecticut corporation (the "Company") as amended by that as amended by that certain letter agreement between the Bank and the Company dated as of May 17, 2002, by that certain letter agreement between the Bank and the Company dated as of June 12, 2003, by that certain letter agreement between the Bank and the Company dated as of March 12, 2004, by that certain letter agreement between the Bank and the Company dated as of January 30, 2006, by that certain letter agreement between the Bank and the Company dated as of November 20, 2007, by that certain letter agreement between the Bank and the Company dated as of September 15, 2009, by that certain letter agreement between the Bank and the Company dated as of May 5, 2010, by that certain letter agreement between the Bank and the Company dated as of June 1

UnitedHealth Group Incorporated Debt Securities Underwriting Agreement (December 17th, 2018)
Purchase Agreement by and Among Fanzzlids Holdings, Llc, Hat World, Inc., Gco Canada Inc., Flagg Bros. Of Puerto Rico, Inc., (December 14th, 2018)
SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ASSET-BASED CREDIT AGREEMENT Dated as of November 29, 2018 Among SEARS HOLDINGS CORPORATION, a Debtor and a Debtor-In-Possession, as Holdings, SEARS ROEBUCK ACCEPTANCE CORP. And KMART CORPORATION, Each Debtors and Debtors-In-Possession, as Borrowers, THE LENDERS NAMED HEREIN, THE ISSUING LENDERS NAMED HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, Co-Collateral Agent and Swingline Lender WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS (December 13th, 2018)

SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ASSET-BASED CREDIT AGREEMENT (this "Agreement"), dated as of November 29, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation and a debtor and debtor-in-possession ("Holdings"), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation and a debtor and debtor-in-possession ("SRAC"), KMART CORPORATION, a Michigan corporation and a debtor and debtor-in-possession ("Kmart Corp."; Kmart Corp. together with SRAC, the "Borrowers"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof or through an assignment as provided in Section 9.07 hereof, as Revolving Lenders or Term Lenders, as applicable (collectively, the "Lenders"), the ISSUING LENDERS party hereto, BANK OF AMERICA, N.A. ("Bank of America"), as administrative agent (in such capacity, the "Agent"), co-collateral agent, and Swingline Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agent (collectively with Bank o

Superpriority Junior Lien Secured Debtor-In-Possession Credit Agreement (December 13th, 2018)

This SUPERPRIORITY JUNIOR LIEN SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Agreement"), dated as of November 29, 2018, by and among SEARS HOLDINGS CORPORATION, a Delaware corporation and a debtor and debtor-in-possession ("Holdings"), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation and a debtor and debtor-in-possession ("SRAC"), KMART CORPORATION, a Michigan corporation and a debtor and debtor-in-possession ("Kmart Corp."; Kmart Corp. together with SRAC, the "Borrowers"), the several banks, financial institutions or entities from time to time party hereto as Term Lenders hereunder (each a "Lender" and collectively, the "Lenders"), and CANTOR FITZGERALD SECURITIES, as administrative agent (in such capacity, together with any of its successors and permitted assigns, the "Agent") and collateral agent (in such capacity, together with any of its successors and permitted assigns, "Collateral Agent").

AGREEMENT AND PLAN OF MERGER BY AND AMONG AMAG PHARMACEUTICALS, INC. MAGELLAN MERGER SUB, INC., PEROSPHERE PHARMACEUTICALS INC. AND BRYAN E. LAULICHT, AS COMPANY EQUITYHOLDER REPRESENTATIVE Dated as of December 12, 2018 (December 13th, 2018)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of December 12, 2018 by and among AMAG Pharmaceuticals, Inc., a Delaware corporation (the Buyer), Magellan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (Merger Sub), Perosphere Pharmaceuticals Inc., a Delaware corporation (the Company), and Bryan E. Laulicht (the Company Equityholder Representative).

Julie A. Ainsworth Chief People Office Sears Holdings Management Corporation 3333 Beverly Road B6-169b Hoffman Estates, IL 60179 PH: 847-286-1870 Email: Julie.Ainsworth@searshc.com (December 13th, 2018)

On behalf of Sears Holdings Management Corporation (the "Company"), I am happy to confirm our offer of employment for the position of President, Apparel. Your start date will be October 15, 2017 and your work location will be New Canaan, Connecticut. The specific terms and conditions of the offer are set forth in the enclosed Executive Agreement and the Executive Agreement, once executed, shall govern the at-will employment relationship between you and the Company.

Health Insurance Innovations I – Regulatory Settlement Agreement (December 13th, 2018)

This REGULATORY SETTLEMENT AGREEMENT (the "Agreement") is entered into this 12th day of December, 2018 by and among (i) Health Insurance Innovations, Inc and Health Plan Intermediaries Holdings, LLC (collectively "Company"); (ii) the Florida Department of Financial Services ("FDFS"); (iii) the Indiana Department of Insurance ("IDOI"); (iv) the Kansas Insurance Department ("KID"); (v) the Office of the Montana State Auditor, Commissioner of Securities and Insurance ("MCSI"); (vi) the Utah Insurance Department ("UID") (FDFS, IDOI, KID, MCSI and UID collectively referred to herein as the "Lead States"); and (vii) the insurance-related regulatory bodies of such other jurisdictions choosing to adopt, agree to and approve this Agreement pursuant to the terms hereof (the "Subscribing Jurisdictions") (Subscribing Jurisdictions and Lead States collectively referred to herein as the "Settling Jurisdictions") (the Settling Jurisdictions and Company are collectively referred to herein as the "Part

One Madison Corp – Contract (December 13th, 2018)
Sharing Services, Inc. – Contract (December 13th, 2018)
UBS Commercial Mortgage Trust 2018-C14 – Contract (December 12th, 2018)
UBS Commercial Mortgage Trust 2018-C14 – Contract (December 12th, 2018)
Nexxus Lighting Inc – Promissory Note (December 11th, 2018)
Citigroup Commercial Mortgage Trust 2018-C6 – CO-LENDER AGREEMENT Dated as of October 26, 2018 Between CITI REAL ESTATE FUNDING INC. (Note A-1 Holder) and ARGENTIC REAL ESTATE FINANCE LLC (Note A-2 Holder) Danbury Commerce Portfolio (December 11th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of October 26, 2018, is between CITI REAL ESTATE FUNDING INC., a New York corporation ("Citi"), having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013, as the Initial Note A-1 Holder, and ARGENTIC REAL ESTATE FINANCE LLC, a Delaware limited liability company ("AREF"), having an address at 40 West 57th Street, 29th Floor, New York, New York 10019, as the Initial Note A-2 Holder; (the Initial Note A-1 Holder and the Initial Note A-2 Holder are each referred to herein as an "Initial Note Holder" and collectively the "Initial Note Holders").

Citigroup Commercial Mortgage Trust 2018-C6 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER, and Citi REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of December 1, 2018 Citigroup Commercial Mortgage Trust 2018-C6 Commercial Mortgage Pass- Through Certificates, Series 2018-C6 (December 11th, 2018)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of December 1, 2018, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), and Citi Real Estate Funding Inc., a New York corporation, as seller (the "Seller").

Berkshire Hills Bancorp, Inc. – Agreement and Plan of Merger (December 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of December, 2018 ("Agreement"), by and between Berkshire Hills Bancorp, Inc., a Delaware corporation ("Purchaser"), and SI Financial Group, Inc., a Maryland corporation (the "Company").

Citigroup Commercial Mortgage Trust 2018-C6 – Contract (December 11th, 2018)
SI Financial Group, Inc. – Agreement and Plan of Merger (December 11th, 2018)

This is an Agreement and Plan of Merger, dated as of the 11th day of December, 2018 ("Agreement"), by and between Berkshire Hills Bancorp, Inc., a Delaware corporation ("Purchaser"), and SI Financial Group, Inc., a Maryland corporation (the "Company").

Contract (December 11th, 2018)
Madison Square Garden Co – As You Know, Your Employment With MSG Sports & Entertainment, LLC (MSG) Will End as a Result of Your Retirement on March 31, 2019 (The Retirement Date). We Are Prepared to Provide You With Certain Retirement Benefits (As Defined in Section 2 Below) as Set Forth in This Agreement (The Agreement) in Consideration of Your Executing, Delivering and Complying With the Terms, Conditions and Obligations Applicable to You Under This Agreement. To Receive the Retirement Benefits Set Forth in Section 2 Below, You Must Return One Originally Signed Copy of This Agreement to Shari Holtzman, Vice President (December 10th, 2018)
Summit Hotel Properties – Credit Agreement (December 10th, 2018)

CREDIT AGREEMENT dated as of December 6, 2018 (this "Agreement") among SUMMIT HOTEL OP, LP, a Delaware limited partnership (the "Borrower"), SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the "Parent" or the "Parent Guarantor"), the entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j), 5.01(x) or 7.05, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the "Initial Lenders"), the Swing Line Banks (as hereinafter defined), DEUTSCHE BANK AG NEW YORK BRANCH ("DBNY"), BANK OF AMERICA, N.A., REGIONS BANK and U.S. BANK NATIONAL ASSOCIATION, as the initial issuers of Letters of Credit (as hereinafter defined) (the "Initial Issuing Banks"), DBNY, as administrative agent (together with any succes

Ingevity Corp – AGREEMENT FOR THE SALE AND PURCHASE OF Perstorp UK Ltd. (December 10th, 2018)

Clause Page 1. Interpretation 1 2. Sale and Purchase 1 3. Consideration 2 4. Condition Precedent 2 5. Pre-Completion Undertakings 5 6. Completion 11 7. Leakage 12 8. Seller's Warranties 14 9. Limitations on the Seller's Liability 15 10. W&I Insurance 16 11. Purchaser's Warranties and Undertakings 17 12. Post Completion Undertakings 18 13. Restrictive Covenants 19 14. Announcements and Confidentiality 20 15. Notices 22 16. Further Assurance 24 17. Assignments 25 18. Payments 25 19. Taxation 26 20. General 26 21. Whole Agreement 27 22. Governing Law and Jurisdiction 27

Madison Square Garden Co – December 6, 2018 the Madison Square Garden Company Two Pennsylvania Plaza New York, NY 10121 Dear Victoria: This Letter Agreement (The Agreement), Effective on January 1, 2019 (The Effective Date), Will Confirm the Terms of Your Employment With the Madison Square Garden Company (The Company) Following the Effective Date. (December 10th, 2018)
MVP REIT II, Inc. – Loan Agreement (December 6th, 2018)
Achillion Pharmaceuticals – Amendment to Lease (December 4th, 2018)
Ardent Health Partners, LLC – TERM LOAN CREDIT AGREEMENT Dated as of June 28, 2018 Among AHP HEALTH PARTNERS, INC., as Borrower, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent, and the Other Lenders Party Hereto Arranged By: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers and Joint Book Runners (December 4th, 2018)
Ardent Health Partners, LLC – ABL CREDIT AGREEMENT Dated as of June 28, 2018 Among AHP HEALTH PARTNERS, INC., AHS EAST TEXAS HEALTH SYSTEM, LLC and CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, as Borrowers, ARDENT HEALTH PARTNERS, LLC, as Parent, and CERTAIN OF ITS SUBSIDIARIES, as the Guarantors, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and the Other Lenders Party Hereto Arranged By: BARCLAYS BANK PLC, JEFFERIES FINANCE LLC, and BANK OF AMERICA, N.A., as Joint Lead Arrangers and Joint Book Runners and CAPITAL ONE, NATIONAL ASSOCIATION and SIEMENS FINANCIAL SERVICES, INC., as Documentation Agents (December 4th, 2018)
Achillion Pharmaceuticals – Lease Agreement (December 4th, 2018)
Vantage Drilling International – VANTAGE DRILLING INTERNATIONAL, 9.250% SENIOR SECURED FIRST LIEN NOTES DUE 2023 INDENTURE Dated as of November 30, 2018 as Trustee and First Lien Collateral Agent (December 4th, 2018)
SJW Corporation – SJW GROUP 6,750,000 Shares of Common Stock Underwriting Agreement (December 3rd, 2018)