Illinois Sample Contracts

SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT DATED AS OF August 16, 2018 BETWEEN AVNET, INC., as Originator AND AVNET RECEIVABLES CORPORATION, as Buyer (August 17th, 2018)

THIS SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of August 16, 2018, is by and between AVNET, INC., a New York corporation ("Originator"), and AVNET RECEIVABLES CORPORATION, a Delaware corporation ("Buyer"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Purchase Agreement).

Voting and Support Agreement (August 17th, 2018)
FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of August 16, 2018 Among AVNET RECEIVABLES CORPORATION, as Seller, AVNET, INC., as Servicer, THE COMPANIES, THE FINANCIAL INSTITUTIONS, and WELLS FARGO BANK, N.A., (August 17th, 2018)

This Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 16, 2018 (the "Amendment Date"), is among Avnet Receivables Corporation, a Delaware corporation ("Seller"), Avnet, Inc., a New York corporation ("Avnet"), as initial Servicer (the Servicer together with Seller, the "Seller Parties" and each a "Seller Party"), the entities listed on Schedule A to this Agreement under the heading "Financial Institution" (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), the entities listed on Schedule A to this Agreement under the heading "Company" (together with any of their respective successors and assigns hereunder, the "Companies") and Wells Fargo Bank, N.A., as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms

AGREEMENT AND PLAN OF MERGER by and Among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018 (August 17th, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 14, 2018, is by and among KMG Chemicals, Inc., a Texas corporation (the "Company"), Cabot Microelectronics Corporation, a Delaware corporation ("Parent"), and Cobalt Merger Sub Corporation, a Texas corporation and wholly owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties."

Voting and Support Agreement (August 17th, 2018)
Voting and Support Agreement (August 17th, 2018)

This Voting and Support Agreement (this Agreement) dated as of August 14, 2018, is by and between Cabot Microelectronics Corporation, a Delaware corporation (Parent) and Christopher T. Fraser (Shareholder).

Separation Agreement and General Release (August 17th, 2018)
Zekelman Industries, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 14, 2016 Among ZEKELMAN INDUSTRIES, INC., as the Borrower, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and Collateral Agent, the Other Lenders Party Hereto, and GOLDMAN SACHS LENDING PARTNERS LLC and JPMORGAN CHASE BANK, N.A., as Arrangers and Bookrunners (August 17th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), this Agreement) is entered into as of June 14, 2016, among ZEKELMAN INDUSTRIES, INC. (formerly known as JMC Steel Group, Inc.), a Delaware corporation (the Company or the Borrower), each lender from time to time party hereto (collectively, the Lenders and each, individually, a Lender), GOLDMAN SACHS LENDING PARTNERS LLC (Goldman Sachs) and JPMORGAN CHASE BANK, N.A. (JPMorgan), as Arrangers and Bookrunners, and Goldman Sachs, as Administrative Agent and Collateral Agent (in such capacity, the Agent).

BEARINGS, INC. 3600 Euclid Avenue Cleveland, Ohio 44115-2515 (August 17th, 2018)

The undersigned, BEARINGS, INC., an Ohio corporation (herein called the "COMPANY"), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

Dividend Capital Diversified Property Fund Inc. – Facilitation Fee Agreement (August 17th, 2018)

THIS FACILITATION FEE AGREEMENT (this Agreement) is to be effective for all purposes as of August 13, 2018, by and between Black Creek Exchange LLC, a Delaware limited liability company (BCX Sponsor) and Black Creek Diversified Property Advisors LLC, a Delaware limited liability company (DPF Advisor).

Principia Biopharma Inc. – DEVELOPMENT AND LICENSE AGREEMENT Between PRINCIPIA BIOPHARMA INC. And ABBVIE BIOTECHNOLOGY LIMITED Dated as of June 9, 2017 (August 17th, 2018)
Voting and Support Agreement (August 17th, 2018)

This Voting and Support Agreement (this Agreement) dated as of August 14, 2018, is by and between Cabot Microelectronics Corporation, a Delaware corporation (Parent) and Fred C. Leonard III (Shareholder).

Zekelman Industries, Inc. – REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of June 8, 2018 Among WHEATLAND TUBE, LLC, as US Borrower 6582125 CANADA INC., as Canadian Borrower ZEKELMAN INDUSTRIES, INC., as Holdings and a Guarantor VARIOUS LENDERS, BANK OF AMERICA, N.A., BANK OF MONTREAL and PNC CAPITAL MARKETS LLC as Joint Lead Arrangers and Joint Bookrunners, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and BANK OF MONTREAL and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent $400,000,000 Senior Secured Revolving Credit Facility (August 17th, 2018)

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 8, 2018, is entered into by and among WHEATLAND TUBE, LLC, a Pennsylvania limited liability company (the US Borrower), 6582125 CANADA INC., a Canadian corporation (the Canadian Borrower and, collectively with the US Borrower, the Borrowers), ZEKELMAN INDUSTRIES, INC., a Delaware corporation (Holdings), as a Guarantor, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (Bank of America), as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent) and as Collateral Agent (together with its permitted successors in such capacity, the Collateral Agent).

Principia Biopharma Inc. – Lease Agreement (August 17th, 2018)

THIS LEASE AGREEMENT (this Lease) is made this 17th day of February, 2011, between ARE-EAST JAMIE COURT, LLC, a Delaware limited liability company (Landlord), and SEQUENTA, INC., a Delaware corporation (Tenant).

AGREEMENT AND PLAN OF MERGER by and Among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018 (August 17th, 2018)
Supplemental Indenture No. 14 by and Between Welltower Inc. And the Bank of New York Mellon Trust Company, N.A. As of August 16, 2018 Supplemental to the Indenture Dated as of March 15, 2010 Welltower Inc. 3.950% Notes Due 2023 4.950% Notes Due 2048 4.250% Notes Due 2028 (August 16th, 2018)
Toyota Auto Receivables 2018-C Owner Trust – FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (Toyota Auto Receivables 2018-C Owner Trust Reserve Account) (August 16th, 2018)

This Securities Account Control Agreement (the "Agreement") is dated as of August 22, 2018 and entered into between Toyota Auto Finance Receivables LLC (the "Pledgor"), a Delaware limited liability company, U.S. Bank National Association, in its capacity as Indenture Trustee on behalf of the holders of the Notes referred to below (in such capacity, the "Indenture Trustee," also referred to herein as the "Secured Party") under the Indenture (the "Indenture"), dated as of August 22, 2018, between Toyota Auto Receivables 2018-C Owner Trust, a statutory trust formed pursuant to the laws of the State of Delaware (the "Issuer"), and U.S. Bank National Association, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement dated as of August 22, 2018, between the Issuer, Toyota Auto Finance Receivables LLC, as seller, and Toyota Motor C

Cryo-Cell International – Agreement (August 16th, 2018)
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

Growlife, Inc. – Securities Purchase Agreement (August 16th, 2018)

This Securities Purchase Agreement (this "Agreement"), dated as of August 7, 2018, is entered into by and between Growlife, Inc., a Delaware corporation ("Company"), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns ("Investor").

Share Repurchase Agreement (August 15th, 2018)
Santander Drive Auto Receivables Trust 2018-4 – PURCHASE AGREEMENT Dated as of August 22, 2018 Between SANTANDER CONSUMER USA INC., as Seller and SANTANDER DRIVE AUTO RECEIVABLES LLC, as Purchaser (August 15th, 2018)
Santander Drive Auto Receivables Trust 2018-4 – ASSET REPRESENTATIONS REVIEW AGREEMENT SANTANDER DRIVE AUTO RECEIVABLES TRUST 2018-4, as Issuer and SANTANDER CONSUMER USA INC., as Sponsor and Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of August 22, 2018 (August 15th, 2018)
Depomed – Form of Assertio Therapeutics, Inc. Amended and Restated Management Continuity Agreement (August 15th, 2018)

This Amended and Restated Management Continuity Agreement (the Agreement) is effective as of , 20 (the Effective Date) by and between (Employee) and Assertio Therapeutics, Inc., a Delaware corporation (the Company). This Agreement is intended to provide Employee with certain benefits described herein upon the occurrence of specific events. This Agreement amends and restates that certain Management Continuity Agreement entered into between the parties as of (referred to herein as the Prior Agreement).

Santander Drive Auto Receivables Trust 2018-4 – ADMINISTRATION AGREEMENT Between SANTANDER DRIVE AUTO RECEIVABLES TRUST 2018-4, as Issuer, SANTANDER CONSUMER USA INC., as Administrator and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of August 22, 2018 (August 15th, 2018)
Smart Trust 394 – Consent of Independent Registered Public Accounting Firm (August 15th, 2018)

We have issued our report dated August 15, 2018, with respect to the financial statement of Smart Trust 394 contained in Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-225300) and related Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Independent Registered Public Accounting Firm".

Santander Drive Auto Receivables Trust 2018-4 – SALE AND SERVICING AGREEMENT by and Among SANTANDER DRIVE AUTO RECEIVABLES TRUST 2018-4, as Issuer SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller SANTANDER CONSUMER USA INC., as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of August 22, 2018 (August 15th, 2018)
Smart Trust 393 – Consent of Independent Registered Public Accounting Firm (August 15th, 2018)

We have issued our report dated August 15, 2018, with respect to the financial statement of Smart Trust 393 contained in Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-225299) and related Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Independent Registered Public Accounting Firm".

KLX Energy Services Holdings, Inc. – Credit Agreement (August 15th, 2018)

CREDIT AGREEMENT, dated as of August 10, 2018 (as the same may be amended, supplemented or otherwise modified from time to time after the date hereof, this Agreement), among KLX ENERGY SERVICES HOLDINGS, INC., a Delaware corporation (the Company), the several Lenders from time to time parties hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as Collateral Agent (as defined below).

Comstock Resources – CREDIT AGREEMENT Dated as of August 14, 2018 Among COMSTOCK RESOURCES, INC., the Lenders That Are From Time to Time Parties Hereto and BANK OF MONTREAL, as Administrative Agent BMO CAPITAL MARKETS CORP., CAPITAL ONE, NATIONAL ASSOCIATION AND FIFTH THIRD BANK, as Joint Lead Arrangers and CAPITAL ONE, NATIONAL ASSOCIATION AND FIFTH THIRD BANK, as Co- Syndication Agents and BANK OF AMERICA, N.A., NATIXIS, and REGIONS BANK as Co-Documentation Agents and BMO CAPITAL MARKETS CORP., as Sole Bookrunner (August 15th, 2018)
Federal Street Acquisition Corp. – AGREEMENT AND PLAN OF MERGER* BY AND AMONG FEDERAL STREET ACQUISITION CORP., AGILITI, INC., UMPIRE SPAC MERGER SUB, INC., UMPIRE EQUITY MERGER SUB, INC., UMPIRE CASH MERGER SUB, INC., UHS HOLDCO, INC., IPC/UHS CO-INVESTMENT PARTNERS, L.P. (Solely in Its Capacity as a Majority Stockholder), and IPC/UHS, L.P. (Solely in Its Capacity as a Majority Stockholder and as the Stockholders Representative), Dated as of August 13, 2018 (August 14th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated August 13, 2018 (this Agreement), is made and entered into by and among FEDERAL STREET ACQUISITION CORP., a Delaware corporation (Parent), AGILITI, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (PubCo), UMPIRE SPAC MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of PubCo (Parent Merger Sub), UMPIRE EQUITY MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of PubCo (Company Equity Merger Sub), UMPIRE CASH MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent Merger Sub (Company Cash Merger Sub and together with Company Equity Merger Sub, the Company Merger Subs, the Company Merger Subs collectively with Parent Merger Sub, the Merger Subs, and the Merger Subs together with PubCo and Parent, the Parent Parties), UHS HOLDCO, INC., a Delaware corporation (the Company), solely in their capacities as the Majority Stockholders, IPC/UHS, L.P (IPC), and IPC/UHS Co

Agiliti, Inc. \De – Voting Agreement (August 14th, 2018)

This VOTING AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among UHS Holdco, Inc., a Delaware corporation (UHS HoldCo), and FS Sponsor LLC, a Delaware limited liability company (the Stockholder).

Acura Pharmaceuticals – Contract (August 14th, 2018)

THIS PROMISSORY NOTE (AND ALL PAYMENT AND ENFORCEMENT PROVISIONS HEREIN) (THE "NOTE") IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF MAY 7, 2018, BY AND AMONG OXFORD FINANCE LLC, AS COLLATERAL AGENT, THE NOTEHOLDER (AS DEFINED HEREIN), THE LENDERS THAT ARE PARTY TO THE LOAN AGREEMENT (AS DEFINED HEREIN), AND THE BORROWER (AS DEFINED HEREIN) (THE "SUBORDINATION AGREEMENT"). IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS NOTE AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.

Agiliti, Inc. \De – Voting, Support and Restrictive Covenant Agreement (August 14th, 2018)

This VOTING, SUPPORT AND RESTRICTIVE COVENANT AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (Parent), and Agiliti, Inc., a Delaware corporation (PubCo, and together with Parent, the Parent Parties), on the one hand and (ii) IPC/UHS, L.P. and IPC/UHS Co-Investment Partners, L.P., each a Delaware limited partnership (the Stockholders), and Irving Place Capital Management, L.P., a Delaware limited partnership (IPC, and together with the Stockholders, the IPC Parties), on the other hand.

Agiliti, Inc. \De – Form of Voting, Support, Contribution and Restrictive Covenant Agreement (August 14th, 2018)

This VOTING, SUPPORT, CONTRIBUTION AND RESTRICTIVE COVENANT AGREEMENT (this Agreement) is made and entered into as of August 13, 2018, by and among (i) Federal Street Acquisition Corp., a Delaware corporation (Parent), and Agiliti, Inc., a Delaware corporation (PubCo, and together with Parent, the Parent Parties), on the one hand and (ii) the person listed under the title Management Equityholder on the signature pages attached hereto (the Management Equityholder).