Dykema Gossett Sample Contracts

STOCK PURCHASE AGREEMENT by and Among Mason Dixon Intermodal, Inc. (December 11th, 2018)

This Stock Purchase Agreement (the "Agreement") is made as of December 7, 2018 (the "Effective Date"), by and among Mason Dixon Intermodal, Inc., d/b/a Universal Intermodal Services, Inc., a Michigan corporation ("Buyer"), James H. Horvitz ("J. Horvitz"), Robert Sweet ("Sweet"), The Horvitz Family Special Needs Gift Trust, dated July 18, 2014 ( "Horvitz Trust" and together with Sweet and J. Horvitz, each a "Seller," and collectively, the "Sellers"), Robin L. Horvitz ("R. Horvitz," and together with J. Horvitz, the "Horvitz Family Members"), and J. Horvitz in his capacity as representative of the Sellers (the "Sellers' Representative"). Buyer, Sellers, R. Horvitz, and the Sellers' Representative are referred to from time to time in this Agreement individually as a "Party" and together as the "Parties."

Itc Holdings – Contract (November 2nd, 2018)
Third Amendment to Credit Agreement (October 17th, 2018)

This Third Amendment to Credit Agreement ("Amendment") dated October 12, 2018, is made by and among Westport Axle Corp. ("Borrower"), the Lenders (as defined below) and Comerica Bank, as administrative agent for the Lenders (in such capacity, "Agent").

Sale and Contribution Agreement (August 29th, 2018)

This SALE AND CONTRIBUTION AGREEMENT, dated as of August 23, 2018 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2018-3, a Delaware limited liability company ("Funding").

Third Amendment to Loan and Security Agreement (August 17th, 2018)

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of August 15, 2018 (this "Amendment"), is entered into by and among CAC Warehouse Funding LLC V, a Delaware limited liability company (the "Borrower"), Credit Acceptance Corporation, a Michigan corporation ("Credit Acceptance", the "Originator", the "Servicer" or the "Custodian"), Fifth Third Bank, an Ohio banking corporation, as the lender (the "Lender"), as the deal agent (the "Deal Agent") and as the collateral agent (the "Collateral Agent"), and Systems & Services Technologies, Inc., a Delaware corporation, as the backup servicer (the "Backup Servicer"). Reference is hereby made to the Loan and Security Agreement, dated as of September 15, 2014 (the "Original Loan and Security Agreement"), as amended by the First Amendment to Loan and Security Agreement, dated as of June 11, 2015 ("Amendment No. 1") and by the Second Amendment to Loan and Security Agreement, dated as of August 18, 2016 ("Amendment No. 2" and, together w

STOCK PURCHASE AGREEMENT by and Among Mason Dixon Intermodal, Inc. (August 16th, 2018)

This Stock Purchase Agreement (the "Agreement") is made as of August 10, 2018 (the "Effective Date"), by and among Mason Dixon Intermodal, Inc., d/b/a Universal Intermodal Services, Inc., a Michigan corporation ("Buyer"), The Brian and Rocio Griley Family Trust u/t/d March 18, 2008 ("Family Trust") and Donald Griley Irrevocable Trust f/b/o Patrick Griley u/t/d March 1, 2008 ( "Griley Trust" and together with Family Trust, each a "Seller," and collectively, the "Sellers"). Brian Griley is also a party to this Agreement in his capacity as representative of the Sellers (the "Sellers' Representative") and Brian Griley and Rocio Griley individually (each, a "Griley Family Member") are parties to this Agreement for certain limited purposes. Buyer, Sellers, and the Sellers' Representative are referred to from time to time in this Agreement individually as a "Party" and together as the "Parties."

AMENDED AND RESTATED REVOLVING CREDIT, Term Loan AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS a REVOLVING LENDER AND AS AGENT) STEEL CITY CAPITAL FUNDING, a DIVISION OF PNC BANK, NATIONAL ASSOCIATION (AS a TERM LOAN LENDER) WITH UNIVERSAL LOGISTICS HOLDINGS, INC., UNIVERSAL TRUCKLOAD, INC., UNIVERSAL DEDICATED, INC. Mason Dixon Intermodal, Inc., LOGISTICS INSIGHT CORP., UNIVERSAL LOGISTICS SOLUTIONS INTERNATIONAL, INC., UNIVERSAL SPECIALIZED, INC., CAVALRY LOGISTICS, LLC, UNIVERSAL MANAGEMENT SERVICES, INC., Fore Transportation Inc., Fore Transport, Inc., 4 Cargo Llc, Southern Cou (August 16th, 2018)

Amended and Restated Revolving Credit, Term Loan and Security Agreement dated as of August 10, 2018 among Universal Logistics Holdings, Inc., a corporation organized under the laws of the State of Michigan ("Holdings"), Universal Truckload, Inc., a corporation organized under the laws of the State of Delaware ("UTI"), Universal Dedicated, Inc., a corporation organized under the laws of the State of Michigan ("UDI"), Mason Dixon Intermodal, Inc. (dba Universal Intermodal Services, Inc.), a corporation organized under the laws of the State of Michigan ("Mason Dixon"), Logistics Insight Corp., a corporation organized under the laws of the State of Michigan ("Logistics"), Universal Logistics Solutions International, Inc., a corporation organized under the laws of the State of Illinois ("Solutions"), Universal Specialized, Inc., a corporation organized under the laws of the State of Michigan ("Specialized"), Cavalry Logistics, LLC, a limited liability company organized under the laws of the

Diversified Restaurant Holdings Inc. – Common Stock, Par Value $0.0001 Per Share UNDERWRITING AGREEMENT (July 24th, 2018)
VERICEL CORPORATION (A Michigan Corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (June 1st, 2018)
Sixth Amendment to Letter of Credit and Reimbursement Agreement (May 31st, 2018)

SIXTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this "Amendment") dated as of April 20, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation ("Holdings"), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the "Borrowers"), JPP, LLC, JPP II, LLC, CRESCENT 1, L.P., CANARY SC FUND, L.P., CYR FUND, L.P. and CMH VI, L.P., as L/C Lenders, and CITIBANK, N.A., as Administrative Agent (the "Agent") and Issuing Bank (the "Issuing Bank"), in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

Sale and Contribution Agreement (May 30th, 2018)

This SALE AND CONTRIBUTION AGREEMENT, dated as of May 24, 2018 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2018-2, a Delaware limited liability company ("Funding").

Aptinyx Inc. – OFFICE LEASE AGREEMENT Between FSP 909 DAVIS STREET LLC, a Delaware Limited Liability Company as Landlord and APTINYX INC., a Delaware Corporation as Tenant Premises: Suite 600 (May 23rd, 2018)

Franklin Street Properties 401 Edgewater Place Suite 200 Wakefield, Massachusetts 01880-6210 With a copy to: NAI Hiffman Asset Management, LLC 909 Davis Street Evanston, Illinois 60201 Attn: Building Manager

Aptinyx Inc. – OFFICE LEASE AGREEMENT Between FSP 909 DAVIS STREET LLC, a Delaware Limited Liability Company as Landlord and APTINYX INC., a Delaware Corporation as Tenant Premises: Suite 600 (March 30th, 2018)

Franklin Street Properties 401 Edgewater Place Suite 200 Wakefield, Massachusetts 01880-6210 With a copy to: NAI Hiffman Asset Management, LLC 909 Davis Street Evanston, Illinois 60201 Attn: Building Manager

Itc Holdings – SEVENTH SUPPLEMENTAL INDENTURE TO FIRST MORTGAGE AND DEED OF TRUST INTERNATIONAL TRANSMISSION COMPANY TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee (March 29th, 2018)

SEVENTH SUPPLEMENTAL INDENTURE (this SEVENTH SUPPLEMENTAL INDENTURE), dated as of March 14, 2018, between INTERNATIONAL TRANSMISSION COMPANY, a corporation organized and existing under the laws of the State of Michigan (herein called the Company), having its principal office at 27175 Energy Way, Novi, Michigan 48377, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as successor to BNY MIDWEST TRUST COMPANY), a national banking association, as trustee (herein called the Trustee), the office of the Trustee at which on the date hereof its corporate trust business is administered being 2 N. LaSalle Street, Suite 700, Chicago, Illinois 60602.

Fourth Amendment to Term Loan Credit Agreement (March 23rd, 2018)

FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "Amendment") dated as of February 26, 2018 (the "Fourth Amendment Effective Date"), among

Sale and Contribution Agreement (February 27th, 2018)

This SALE AND CONTRIBUTION AGREEMENT, dated as of February 22, 2018 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2018-1, a Delaware limited liability company ("Funding").

First Amendment to Credit Agreement (January 11th, 2018)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of January 9, 2018, is between HARTE HANKS, INC., a Delaware corporation ("Borrower"), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association ("Lender").

Employment Agreement (January 11th, 2018)

This Employment Agreement (this Agreement) is made as of January 8, 2018 and is effective as of July 1, 2018 (the Effective Date), by and among Dominos Pizza, Inc., a Delaware corporation (the Company) and Dominos Pizza LLC, a Michigan limited liability company (DPLLC or the Principal Subsidiary), on the one hand, and Russell J. Weiner (the Executive), on the other hand.

Loan Agreement Dated as of December 4, 2017 Chemical Bank (December 6th, 2017)

LOAN AGREEMENT (the "Agreement"), dated December 4, 2017, between PERCEPTION, INC., a Michigan corporation ("Borrower") and CHEMICAL BANK ("Bank").

Sale and Contribution Agreement (October 27th, 2017)

This SALE AND CONTRIBUTION AGREEMENT, dated as of October 26, 2017 (the "Agreement"), is made between CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("CAC") and CREDIT ACCEPTANCE FUNDING LLC 2017-3, a Delaware limited liability company ("Funding").

Itc Holdings – U.S. $100,000,000 Revolving Credit Agreement (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC, a Michigan limited liability company (the Borrower), various financial institutions and other Persons from time to time parties hereto as lenders (each a Lender and, collectively, the Lenders) and JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent (in such capacity, the Administrative Agent).

Itc Holdings – U.S. $75,000,000 Revolving Credit Agreement (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among ITC GREAT PLAINS, LLC, a Michigan limited liability company (the Borrower), various financial institutions and other Persons from time to time parties hereto as lenders (each a Lender and, collectively, the Lenders) and JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent (in such capacity, the Administrative Agent).

Itc Holdings – U.S. $400,000,000 Revolving Credit Agreement (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among ITC HOLDINGS CORP., a Michigan corporation (the Borrower), various financial institutions and other Persons from time to time parties hereto as lenders (each a Lender and, collectively, the Lenders) and JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent (in such capacity, the Administrative Agent).

Itc Holdings – U.S. $225,000,000 Revolving Credit Agreement (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among ITC MIDWEST LLC, a Michigan limited liability company (the Borrower), various financial institutions and other Persons from time to time parties hereto as lenders (each a Lender and, collectively, the Lenders) and JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent (in such capacity, the Administrative Agent).

Itc Holdings – U.S. $100,000,000 Revolving Credit Agreement (October 23rd, 2017)

REVOLVING CREDIT AGREEMENT, dated as of October 23, 2017, among INTERNATIONAL TRANSMISSION COMPANY, a Michigan corporation (the Borrower), various financial institutions and other Persons from time to time parties hereto as lenders (each a Lender and, collectively, the Lenders) and JPMORGAN CHASE BANK, N.A. (JPMCB), as administrative agent (in such capacity, the Administrative Agent).

Rodin Global Access Property Trust, Inc. – Agreement of Purchase and Sale (July 12th, 2017)

THIS AGREEMENT OF PURCHASE AND SALE (this Agreement) is made this 16th day of May, 2017 (the Effective Date), by and between BARNES DEVELOPMENT WALKER, LLC, a Michigan limited liability company (the Seller), with offices at 1000 Enterprise Drive, Allen Park, Michigan 48101, and CANTOR REAL ESTATE INVESTMENT MANAGEMENT INVESTMENTS, LLC, a Delaware limited liability company (the Purchaser), with offices at c/o Cantor Fitzgerald Investors, LLC, 110 East 59th Street, New York, New York 10022.

CREDIT AGREEMENT Between HARTE HANKS, INC. And TEXAS CAPITAL BANK, NATIONAL ASSOCIATION DATED AS OF APRIL 17, 2017 (April 21st, 2017)

THIS CREDIT AGREEMENT (the Agreement), dated as of April 17, 2017, is between HARTE HANKS, INC., a Delaware corporation (Borrower), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association (Lender).

Itc Holdings – NINTH SUPPLEMENTAL INDENTURE TO FIRST MORTGAGE AND DEED OF TRUST ITC MIDWEST LLC TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Successor to THE BANK OF NEW YORK TRUST COMPANY, N.A. Trustee Dated as of March 15, 2017 Supplementing the First Mortgage and Deed of Trust Dated as of January 14, 2008, as Heretofore Supplemented From ITC MIDWEST LLC to THE BANK OF NEW YORK TRUST COMPANY, N.A., Trustee THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS Establishing a Series of Securities Designated 4.16% First Mortgage Bonds, Series H Due 2047 (April 18th, 2017)

This document secures an additional debt amount of $4,895,933. Tax in the amount of $3,956 was paid on the debt amount of $1,720,000 in Le Sueur County, Minnesota, document number 353162 recorded January 16, 2008. Tax in the amount of $14,950 was paid on the debt amount of $6,500,000 in Le Sueur County, Minnesota, document number 378017 recorded December 14, 2011. Tax in the amount of $15,594 was paid on the debt amount of $6,780,000 in Le Sueur County, Minnesota, document number 386706 recorded March 25, 2013. Notwithstanding anything in the contrary contained herein, enforcement of the mortgage that is amended hereby in Minnesota is limited to a debt amount of $19,895,933.00 under chapter 287 of Minnesota Statutes.

Itc Holdings – U.S. $200,000,000 TERM LOAN CREDIT AGREEMENT Dated as of March 23, 2017 ITC HOLDINGS CORP., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent JPMORGAN CHASE BANK, N.A., as Lead Arranger and Sole Bookrunner (March 27th, 2017)

TERM LOAN CREDIT AGREEMENT, dated as of March 23, 2017, among ITC HOLDINGS CORP., a Michigan corporation (the Borrower), various financial institutions and other Persons from time to time parties hereto as lenders (each a Lender and, collectively, the Lenders) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent).

Itc Holdings – U.S. $50,000,000 Term Loan Credit Agreement (March 27th, 2017)

TERM LOAN CREDIT AGREEMENT, dated as of March 23, 2017, among INTERNATIONAL TRANSMISSION COMPANY, a Michigan corporation (the Borrower), various financial institutions and other Persons from time to time parties hereto as lenders (each a Lender and, collectively, the Lenders) and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the Administrative Agent).

Itc Holdings – EMPLOYMENT AGREEMENT Gretchen L. Holloway (February 16th, 2017)

This EMPLOYMENT AGREEMENT (the "Agreement") is dated as of February 3, 2015 (the "Effective Date") by and between ITC Holdings Corp. (the "Company") and Gretchen L. Holloway (the "Executive").

Vericel Corporation Common Stock Sales Agreement (October 11th, 2016)
Second Amendment to Loan and Security Agreement (August 23rd, 2016)

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of August 18, 2016 (this "Amendment"), is entered into by and among CAC Warehouse Funding LLC V, a Delaware limited liability company (the "Borrower"), Credit Acceptance Corporation, a Michigan corporation ("Credit Acceptance", the "Originator", the "Servicer" or the "Custodian"), Fifth Third Bank, an Ohio banking corporation, as the lender (the "Lender"), as the deal agent (the "Deal Agent") and as the collateral agent (the "Collateral Agent"), and Systems & Services Technologies, Inc., a Delaware corporation, as the backup servicer (the "Backup Servicer"). Reference is hereby made to the Loan and Security Agreement, dated as of September 15, 2014 (the "Loan and Security Agreement"), as amended by the First Amendment to Loan and Security Agreement, dated as of June 11, 2015 ("Amendment No. 1" and, together with the Loan and Security Agreement, the "Agreement"), among the Borrower, Credit Acceptance, the Lender, the Deal A

Joinder Agreement (August 10th, 2016)

This Joinder Agreement (the "Agreement"), dated as of August 9, 2016, is delivered pursuant to the Non-Disclosure Agreement (the "Confidentiality Agreement"), dated August 9, 2016, by and between Perceptron, Inc. (the "Company") and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the "Standstill Agreement"), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, a copy of which is attached to this Agreement as Exhibit A.

Joinder Agreement (August 10th, 2016)

This Joinder Agreement (the "Agreement"), dated as of August 9, 2016, is delivered pursuant to the Non-Disclosure Agreement (the "Confidentiality Agreement"), dated August 9, 2016, by and between Perceptron, Inc. (the "Company") and the undersigned. Capitalized terms not otherwise defined herein have the meaning set forth in the Standstill Agreement (the "Standstill Agreement"), dated August 9, 2016, by and between the Company, Harbert Discovery Fund LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., and Harbert Management Corporation, a copy of which is attached to this Agreement as Exhibit A.