Ice Miller Sample Contracts

M III Acquisition Corp. – CREDIT AND GUARANTEE AGREEMENT Among (September 26th, 2018)

WHEREAS, on the Closing Date, pursuant to that certain Purchase and Sale Agreement, dated as of August 9, 2018 (as in effect on and delivered to the Administrative Agent as of such date and, subject to Section 6.01(d), with such amendments, restatements, supplements, consents, waivers and other modifications thereof, together with the exhibits and disclosure schedules thereto, the "Closing Date Acquisition Agreement"), by and among the Borrower, as buyer, Consolidated Construction Solutions I LLC, a Delaware limited liability company, as the company (the "Target") and Consolidated Construction Investment Holdings LLC, a Delaware limited liability company, as the seller, the Borrower will purchase 100% of the issued and outstanding limited liability company membership interests in the Target (together with its Subsidiaries, the "Acquired Business") (the "Closing Date Acquisition");

Joinder Agreement (August 6th, 2018)

This Joinder Agreement, dated as of August 2, 2018 (this Joinder), by and among Boyd Gaming Corporation, a Nevada corporation (the Borrower), each Lender party hereto, and Bank of America, N.A. (Bank of America), as administrative agent (in such capacity, Administrative Agent) for (and on behalf of) the Lenders under the Credit Agreement referred to below. Capital One, National Association and Credit Agricole Corporate and Investment Bank have acted as joint lead arrangers and joint bookrunners in connection with this Joinder, the Joinder Revolver Increase and the Increased Term A Commitments.

Agreement for Purchase and Sale of Real Property (July 12th, 2018)

THIS AGREEMENT ("Agreement") is made and entered into as of the Effective Date (as defined herein) by and between ARC CRVANOH001, LLC, a Delaware limited liability company ("Seller"), and AXOGEN CORPORATION, a Delaware corporation ("Buyer").

CREDIT AGREEMENT Dated as of May 31, 2018 Among (June 4th, 2018)

This CREDIT AGREEMENT is entered into as of May 31, 2018, among Wyndham Destinations, Inc. (formerly known as Wyndham Worldwide Corporation), a Delaware corporation (the Borrower), Bank of America, N.A. (Bank of America), as Administrative Agent, Collateral Agent and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

Agreement of Purchase and Sale (May 29th, 2018)

This Agreement of Purchase and Sale, dated as of May 24, 2018 (this "Agreement"), is between North American Fairs, LLC, a Delaware limited liability company (the "Buyer"), Townsquare Live Events, LLC, a Delaware limited liability company ("TSQ"), and Danny Huston, an individual ("DH").

Albertsons Companies, Inc. – Contract (March 16th, 2018)
Contract (March 16th, 2018)
Supplemental Indenture (February 21st, 2018)

THIS SUPPLEMENTAL INDENTURE, made as of July 27, 2017 and effective August 10, 2017, between NORTHERN ILLINOIS GAS COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the "Company"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (hereinafter called the "Trustee"), as successor Trustee under an Indenture dated as of January 1, 1954, as modified by the Indenture of Adoption, dated February 9, 1954 and the Indenture of Release, dated February 9, 1954, and as supplemented by Supplemental Indentures dated (or made effective) April 1, 1956, June 1, 1959, July 1, 1960, June 1, 1963, July 1, 1963, August 1, 1964, August 1, 1965, May 1, 1966, August 1, 1966, July 1, 1967, June 1, 1968, December 1, 1969, August 1, 1970, June 1, 1971, July 1, 1972, July 1, 1973, April 1, 1975, April 30, 1976 (two Supplemental Indentures bearing that date), July 1, 1976, August 1, 1976, December 1, 1977, January 15, 1979, December 1, 1981, March 1, 1983,

MATTHEWS INTERNATIONAL CORPORATION 5.250% Senior Notes Due 2025 Purchase Agreement (December 7th, 2017)
Catalent, Inc. – Interest Purchase Agreement (September 19th, 2017)

This INTEREST PURCHASE AGREEMENT (this "Agreement"), is dated as of September 18, 2017, and is by and among Catalent Pharma Solutions, Inc., a corporation incorporated under the Laws of Delaware ("Buyer"), Cook Group Incorporated, a corporation incorporated under the Laws of Indiana ("Seller"), Cook Pharmica LLC, a limited liability company organized under the Laws of Indiana (the "Company") and, solely for purposes of Section 7.19, Catalent, Inc., a corporation incorporated under the Laws of Delaware.

Bioanalytical Systems, Inc. – Credit Agreement (August 14th, 2017)

This Credit Agreement (the "Agreement") is entered into effective as of the 23rd day of June, 2017, by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation ("Borrower"), and FIRST INTERNET BANK OF INDIANA, an Indiana state bank ("Bank").

Randalls Food Markets Inc – Amendment No. 4 (May 19th, 2017)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGSALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Randalls Food Markets Inc – Amendment No. 1 (May 19th, 2017)

AMENDMENT NO. 1, dated as of December 21, 2015 (this Amendment), to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, the Term Loan Agreement) among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGS LLC, SAFEWAY INC. (Safeway), the other co-borrowers party thereto (together with the Parent Borrower and Safeway, the Borrowers and each, a Borrower), the Guarantors party thereto, the parties thereto from time to time as lenders, whether by execution of the Term Loan Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as further defined in the Term Loan Agreement) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as further defined in the Term Loan Agreement).

Randalls Food Markets Inc – SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of December 21, 2015 Among Albertsons Companies, LLC as the Lead Borrower for the Borrowers Named Herein the Guarantors Named Herein Bank of America, N.A., as Administrative Agent and Collateral Agent and the Lenders Party Hereto Bank of America, N.A. Citigroup Global Markets Inc. Wells Fargo Bank, National Association PNC Capital Markets LLC Credit Suisse Securities (USA) LLC Goldman Sachs Bank USA Morgan Stanley Senior Funding, Inc. Deutsche Bank Securities Inc. SunTrust Robinson Humphrey, Inc. RBC Capital Markets1 B (May 19th, 2017)

This SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT (Agreement) is entered into as of December 21, 2015 among Albertsons Companies, LLC, a Delaware limited liability company (the Lead Borrower), the Persons named on Schedule 1.01A hereto (the Albertsons Borrowers), the Persons named on Schedule 1.01B hereto (the NAI Borrowers and, together with the Lead Borrower, the Albertsons Borrowers and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the Borrowers), the Guarantors, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender) and Bank of America, N.A. as Administrative Agent and Collateral Agent.

Phillips Edison Grocery Center REIT III, Inc. – Contract (May 12th, 2017)
Kar Auction Services Inc – SEVENTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of December 20, 2016 Among AFC FUNDING CORPORATION, as Seller, AUTOMOTIVE FINANCE CORPORATION, as Servicer, the Entities From Time to Time Parties Hereto as Purchasers or Purchaser Agents Hereunder and BANK OF MONTREAL, as the Agent (February 24th, 2017)

This SEVENTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, originally dated as of December 31, 1996, amended and restated as of May 31, 2002, as of June 15, 2004, as of April 20, 2007, as of April 26, 2011, as of June 21, 2013, as of June 16, 2015 and as of December 20, 2016 (as further amended, supplemented or otherwise modified from time to time, the "Agreement") is entered into among AFC FUNDING CORPORATION, an Indiana corporation, as seller (the "Seller"), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation ("AFC"), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the "Servicer"), the entities from time to time parties hereto as Purchasers or Purchaser Agents and BANK OF MONTREAL, a Canadian chartered bank, as agent for the Purchasers (in such capacity, together with its successors and assigns in such capacity, the "Agent").

Supplemental Indenture (February 22nd, 2017)

THIS SUPPLEMENTAL INDENTURE, made as of June 16, 2016 and effective June 23, 2016, between NORTHERN ILLINOIS GAS COMPANY, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the "Company"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (hereinafter called the "Trustee"), as successor Trustee under an Indenture dated as of January 1, 1954, as supplemented by Supplemental Indentures dated (or made effective), respectively, February 9, 1954, April 1, 1956, June 1, 1959, July 1, 1960, June 1, 1963, July 1, 1963, August 1, 1964, August 1, 1965, May 1, 1966, August 1, 1966, July 1, 1967, June 1, 1968, December 1, 1969, August 1, 1970, June 1, 1971, July 1, 1972, July 1, 1973, April 1, 1975, April 30, 1976, April 30, 1976, July 1, 1976, August 1, 1976, December 1, 1977, January 15, 1979, December 1, 1981, March 1, 1983, October 1, 1984, December 1, 1986, March 15, 1988, July 1, 1988, July 1, 1989, July 15, 1990, August 15, 1991, July 15, 1992

Bioanalytical Systems, Inc. – Fifth Forbearance Agreement and Sixth Amendment to Credit Agreement (February 1st, 2017)

This Fifth Forbearance Agreement and Sixth Amendment to Credit Agreement (this "Agreement") is entered into as of the 31st day of January, 2017, by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation (the "Company") and THE HUNTINGTON NATIONAL BANK, a national banking association (the "Bank").

Foundation Building Materials, Inc. – ABL CREDIT AGREEMENT Dated as of August 9, 2016 Among LSF9 CYPRESS PARENT LLC, as Holdings, LSF9 CYPRESS HOLDINGS LLC, as the Initial Borrower, THE ADDITIONAL US BORROWERS PARTY HERETO, THE CANADIAN BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, as Administrative Agent, and BANK OF AMERICA, N.A., as Collateral Agent, GOLDMAN SACHS BANK USA, BANK OF AMERICA, N.A. And WELLS FARGO BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners and RBC CAPITAL MARKETS1 as Joint Bookrunner (January 13th, 2017)

ABL CREDIT AGREEMENT, dated as of August 9, 2016, among LSF9 CYPRESS PARENT LLC, a Delaware limited liability company (Holdings), LSF9 CYPRESS HOLDINGS LLC, a Delaware limited liability company (the Initial Borrower), the Additional US Borrowers (as defined herein) party to this Agreement, the Canadian Borrowers (as defined herein) party to this Agreement (together with the Initial Borrower and Additional US Borrowers, Borrowers, and each, a Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and as issuing banks, and GOLDMAN SACHS BANK USA, as administrative agent (together with its successors and permitted assigns in such capacity, the Administrative Agent), and BANK OF AMERICA, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the Collateral Agent).

Foundation Building Materials, Inc. – ABL CREDIT AGREEMENT Dated as of August 9, 2016 Among LSF9 CYPRESS PARENT LLC, as Holdings, LSF9 CYPRESS HOLDINGS LLC, as the Initial Borrower, THE ADDITIONAL US BORROWERS PARTY HERETO, THE CANADIAN BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, as Administrative Agent, and BANK OF AMERICA, N.A., as Collateral Agent, GOLDMAN SACHS BANK USA, BANK OF AMERICA, N.A. And WELLS FARGO BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners and RBC CAPITAL MARKETS1 as Joint Bookrunner (December 12th, 2016)

ABL CREDIT AGREEMENT, dated as of August 9, 2016, among LSF9 CYPRESS PARENT LLC, a Delaware limited liability company (Holdings), LSF9 CYPRESS HOLDINGS LLC, a Delaware limited liability company (the Initial Borrower), the Additional US Borrowers (as defined herein) party to this Agreement, the Canadian Borrowers (as defined herein) party to this Agreement (together with the Initial Borrower and Additional US Borrowers, Borrowers, and each, a Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and as issuing banks, and GOLDMAN SACHS BANK USA, as administrative agent (together with its successors and permitted assigns in such capacity, the Administrative Agent), and BANK OF AMERICA, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the Collateral Agent).

Bioanalytical Systems, Inc. – Fourth Forbearance Agreement and Fifth Amendment to Credit Agreement (November 4th, 2016)

This Fourth Forbearance Agreement and Fifth Amendment to Credit Agreement (this "Agreement") is entered into as of the 31st day of October, 2016, by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation (the "Company") and THE

Handy & Harman Ltd – ASSET PURCHASE AGREEMENT BY AND BETWEEN HAMILTON SUNDSTRAND CORPORATION AND SL Montevideo Technology, Inc. Dated as of September 30, 2016 (October 5th, 2016)

Asset Purchase Agreement, dated as of September 30, 2016 (this "Agreement"), by and between Hamilton Sundstrand Corporation, a Delaware corporation ("Seller"), and SL Montevideo Technology, Inc., a Minnesota corporation ("Purchaser").

Steel Partners Holdings L.P. – ASSET PURCHASE AGREEMENT BY AND BETWEEN HAMILTON SUNDSTRAND CORPORATION AND SL Montevideo Technology, Inc. Dated as of September 30, 2016 (October 5th, 2016)

Asset Purchase Agreement, dated as of September 30, 2016 (this "Agreement"), by and between Hamilton Sundstrand Corporation, a Delaware corporation ("Seller"), and SL Montevideo Technology, Inc., a Minnesota corporation ("Purchaser").

Bioanalytical Systems, Inc. – Third Forbearance Agreement and Fourth Amendment to Credit Agreement (October 3rd, 2016)

This Third Forbearance Agreement and Fourth Amendment to Credit Agreement (this "Agreement") is entered into as of the 30th day of September, 2016, by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation (the "Company") and THE

Amendment No. 1 and Joinder Agreement (September 19th, 2016)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT entered into as of August 14, 2013 (this Agreement), as amended pursuant to Amendment No. 1 dated as of September 15, 2016 (as may be further amended, restated, supplemented or otherwise modified from time to time, this Agreement), among BOYD GAMING CORPORATION, a Nevada corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Swing Line Lender.

Bioanalytical Systems, Inc. – Second Forbearance Agreement and Third Amendment to Credit Agreement (August 15th, 2016)

This Second Forbearance Agreement and Third Amendment to Credit Agreement (this "Agreement") is entered into as of the 1st day of July, 2016, by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation (the "Company") and THE HUNTINGTON NATIONAL BANK, a national banking association (the "Bank").

Albertsons Companies, Inc. – Amendment No. 4 (July 29th, 2016)

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGSALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

Amendment No. 3 to Amended and Restated Loan and Security Agreement (June 28th, 2016)

This AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of June 28, 2016, is by and among Gregg Appliances, Inc., an Indiana corporation ("Borrower"), the financial institutions listed on the signature pages hereto as existing lenders (the "Existing Lenders"), the financial institutions listed on the signature hereto as FILO Lenders (the "FILO Lenders", and together with the Existing Lenders, the "Lenders"), Wells Fargo Bank, National Association, as administrative agent and collateral agent for the Lenders ("Agent") and Wells Fargo Bank, National Association, as agent for the FILO Lenders (in such capacity, "FILO Agent").

Bioanalytical Systems, Inc. – Forbearance Agreement and Second Amendment to Credit Agreement (May 4th, 2016)

This Forbearance Agreement and Second Amendment to Credit Agreement (this "Agreement") is entered into as of the __th day of April, 2016, by and between BIOANALYTICAL SYSTEMS, INC., an Indiana corporation (the "Company") and THE

Stipulation and Agreement of Settlement (March 15th, 2016)

This Stipulation and Agreement of Settlement (the Stipulation), dated January 21, 2016, is made and entered into by and among the following Settling Parties (as defined herein), each by and through their respective counsel: (i) plaintiffs to the above-captioned consolidated shareholder derivative action (the New York Action), Sasha Wilfred (Wilfred) and Janice Nottenkamper (Nottenkamper) (collectively, the New York Plaintiffs), derivatively on behalf of ITT Educational Services, Inc. (ITT or the Company); (ii) Michelle Lawrence (Lawrence or the Indiana Federal Plaintiff), the plaintiff to the shareholder derivative action pending in the U.S. District Court for the Southern District of Indiana (the Indiana Federal Court) captioned Lawrence v. Modany, et al., Case No. 14-cv-2106 (the Indiana Federal Action), derivatively on behalf of ITT; (iii) William McKee (McKee or the Indiana State Plaintiff), the plaintiff to the shareholder derivative action pending in the Marion County Superior Co

Stipulation and Agreement of Settlement (March 15th, 2016)

This Stipulation and Agreement of Settlement dated as of November 2, 2015 (the Stipulation), is submitted in the above-captioned Action pending in the United States District Court for the Southern District of Indiana and is made and entered into by and among: (i) Lead Plaintiff Meitav Dash Mutual Fund Management Ltd. (Meitav or Lead Plaintiff), plaintiff Babulal Tarapara (Tarapara), plaintiff Kristopher Hennen (Hennen), plaintiff Cynthia Grebely (Grebely), and plaintiff Hoai T. Truong (Truong) (collectively, Plaintiffs), on behalf of themselves and all other Members of the Settlement Class (as defined herein), by and through counsel of record in the Litigation (as defined herein); and Defendants (ii) ITT Educational Services, Inc. (ITT or the Company), and (iii) Kevin M. Modany (Modany) and Daniel M. Fitzpatrick (Fitzpatrick) (Modany and Fitzpatrick, collectively, the Individual Defendants) ((ii) and (iii) are collectively the Defendants), by and through their counsel of record in the

Acadia Healthcare Company, Inc. 6.500% Senior Notes Due 2024 PURCHASE AGREEMENT (February 5th, 2016)
Carey Watermark Investors 2 Inc – Contribution Agreement (January 28th, 2016)

THIS CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of September 11, 2015 (the "Effective Date"), by and among WPPI BELLEVUE MFS, LLC, a Washington limited liability company ("WPPI"), CWI BELLEVUE HOTEL, LLC, a Delaware limited liability (the "CWI" or the "Company"), CWI OP, LP, a Delaware limited partnership ("CWI 1 Member"), and CWI 2 OP, LP, a Delaware limited partnership ("CWI 2 Member" and together with the CWI 1 Member, the "CWI Members"). WPPI and CWI are sometimes referred to collectively in this Agreement as the "Parties" and individually as a "Party." Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Exhibit "A" attached hereto and incorporated by this reference.

Albertsons Companies, Inc. – Amendment No. 1 (January 22nd, 2016)

AMENDMENT NO. 1, dated as of December 21, 2015 (this "Amendment"), to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Term Loan Agreement") among ALBERTSON'S LLC, a Delaware limited liability company ("Parent Borrower"), ALBERTSON'S HOLDINGS LLC, SAFEWAY INC. ("Safeway"), the other co-borrowers party thereto (together with the Parent Borrower and Safeway, the "Borrowers" and each, a "Borrower"), the Guarantors party thereto, the parties thereto from time to time as lenders, whether by execution of the Term Loan Agreement or an Assignment and Acceptance (each individually, a "Lender" and collectively, "Lenders" as further defined in the Term Loan Agreement) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, "Agent" as further defined in the Term Loan Ag

Securities Purchase Agreement (November 9th, 2015)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into as of August 14, 2015, by and among Townsquare Live Events, LLC, a Delaware limited liability company (the "Buyer"), solely for purposes of Sections 3(b), (c), (d), (g), (h) and (i) and Section 10, Townsquare Media, Inc., a Delaware corporation (the "Parent"), Heartland Group LLC, a Delaware limited liability company (the "Company"), Danny Huston, an individual ("DH"), and Jeffrey Blomsness, an individual ("JB" and, together with DH, each a "Seller" and collectively, the "Sellers"). The Buyer, the Company and the Sellers are referred to collectively herein as the "Parties", and each individually, as a "Party". Certain capitalized terms used herein shall have the meaning given such terms in Section 9 below.