Indiana Sample Contracts

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Anthem Inc. – Anthem, Inc. (November 21st, 2017)

THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 307 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

Anthem Inc. – Anthem, Inc. (November 21st, 2017)

THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 307 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

TRANSACTION AGREEMENT by and Among CLOPAY AMES TRUE TEMPER HOLDING CORP., as the Seller; CLOPAY PLASTIC PRODUCTS COMPANY, INC., as the Company; And BERRY GLOBAL, INC., as the Buyer Dated as of November 15, 2017 (November 21st, 2017)

This TRANSACTION AGREEMENT, dated as of November 15, 2017 (as it may be amended or supplemented from time to time in accordance with the terms hereof, this "Agreement"), is by and among Berry Global, Inc., a corporation organized under the Laws of Delaware (the "Buyer"), Clopay Ames True Temper Holding Corp., a corporation organized under the Laws of Delaware (the "Seller"), and Clopay Plastic Products Company, Inc., a corporation organized under the Laws of Delaware (the "Company").

Anthem Inc. – Anthem, Inc. (November 21st, 2017)

THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 307 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

Independence Realty Trust, Inc – TERM LOAN AGREEMENT Dated as of November 20, 2017 (November 21st, 2017)

THIS TERM LOAN AGREEMENT is made as of the 20th day of November, 2017, by and among INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Parent Borrower"), the Subsidiary Borrowers party hereto from time to time, KEYBANK NATIONAL ASSOCIATION (together with any successor in interest, "KeyBank"), as an initial Lender, the other lending institutions which are parties to this Agreement as "Lenders", the other lending institutions that may become parties hereto pursuant to SS18 and KEYBANK NATIONAL ASSOCIATION, as administrative agent for Lenders ("Agent"), with CAPITAL ONE, NATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK, as Co-Syndication Agents (collectively, "Syndication Agents"), KEYBANK CAPITAL MARKETS, CAPITAL ONE, NATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK as Joint Bookrunners (collectively, "Bookrunners") and KEYBANK CAPITAL MARKETS, CAPITAL ONE, NATIONAL ASSOCIATION and THE HUNTINGTON NATIONAL BANK, as Joint Lead Arrangers (collectively,

Anthem Inc. – Certain Sections of This Indenture Relating to Sections 310 Through 318, Inclusive, of the Trust Indenture Act of 1939: (November 21st, 2017)

INDENTURE, dated as of November 21, 2017 between ANTHEM, INC., a corporation duly organized and existing under the laws of the State of Indiana (herein called the Company), having its principal office at 120 Monument Circle, Indianapolis, Indiana, 46204, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (herein called the Trustee).

Anthem Inc. – Anthem, Inc. (November 21st, 2017)

THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 307 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

Anthem Inc. – Anthem, Inc. (November 21st, 2017)

THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 307 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

Burlington Stores, Inc. – In the Same Manner as the Following Example: Stricken Text) and to Add the Double-Underlined Text (Indicated Textually in the Same Manner as the Following Example: Double-Underlined Text) as Set Forth in the Pages of the Credit Agreement Attached as Exhibit a Hereto (The "Amended Credit Agreement"). (November 21st, 2017)

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION (in such capacity, the "Borrower"), a corporation organized under the laws of the State of Delaware, with its principal executive offices at 1830 Route 130, Burlington, New Jersey 08016;

Amendment No. 2 to Credit Agreement (November 20th, 2017)

This CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified, the Agreement) is entered into as of April 3, 2017, among PEABODY ENERGY CORPORATION, a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and, individually, a Lender), GOLDMAN SACHS BANK USA, as Administrative Agent, GOLDMAN SACHS BANK USA, J.P. MORGAN CHASE BANK, N.A. and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint bookrunners, GOLDMAN SACHS BANK USA, as syndication agent (in such capacity, the Syndication Agent), and JPMORGAN CHASE BANK, N.A., CREDIT SUISSE AG AND MACQUARIE CAPITAL (USA) INC., as co-documentation agents (in such capacities, the Documentation Agents).

Terra Income Fund 6, Inc. – TERRA CAPITAL MARKETS, LLC SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT September 30, 2017 (November 20th, 2017)
Titan International, Inc. – TITAN INTERNATIONAL, INC. 6.500% Senior Secured Notes Due 2023 (November 20th, 2017)
Third Amendment to Amended and Restated Revolving Credit Agreement (November 20th, 2017)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment"), dated as of September 22, 2017, is made by and among MAXIMUS, INC., a Virginia corporation (the "Borrower"), the several banks and other financial institutions and lenders party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as administrative agent (the "Administrative Agent") for the Lenders (as defined in the Credit Agreement), as issuing bank (the "Issuing Bank") and as Swingline Lender (the "Swingline Lender"), and MAXIMUS FEDERAL SERVICES, INC., a Virginia corporation ("MAXIMUS Federal"), MAXIMUS HUMAN SERVICES, INC., a Virginia corporation ("MAXIMUS Human"), MAXIMUS HEALTH SERVICES, INC., an Indiana corporation ("MAXIMUS Health"), PSI SERVICES HOLDING INC., a Delaware corporation ("PSI Holding"), POLICY STUDIES INC., a Colorado corporation ("PSI"), ACENTIA, LLC, a Maryland limited liability company ("Acentia"), OPTIMOS, LLC, a Maryland limited liability company ("Optimos"), 202

Titan International, Inc. – TITAN INTERNATIONAL, INC. And Each of the Guarantors PARTY HERETO $400,000,000 6.500% Senior Secured Notes Due 2023 INDENTURE Dated as of November 20, 2017 U.S. Bank National Association as Trustee and U.S. Bank National Association as Collateral Trustee (November 20th, 2017)

INDENTURE, dated as of November 20, 2017, among Titan International, Inc., a Delaware corporation (the "Company"), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the "Trustee") and collateral trustee (the "Collateral Trustee").

Merchants Bancorp – Second Amended and Restated By-Laws of Merchants Bancorp (November 20th, 2017)
CBS RADIO, INC. As Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 7.250% SENIOR NOTES DUE 2024 FIRST SUPPLEMENTAL INDENTURE Dated as of November 17, 2017 (November 17th, 2017)

Supplemental Indenture (this Supplemental Indenture), dated as of November 17, 2017, among Entercom Radio, LLC, a Delaware limited liability company, Entercom Austin, LLC, a Delaware limited liability company, Entercom Boston, LLC, a Delaware limited liability company, Entercom California, LLC, a Delaware limited liability company, Entercom Denver, LLC, a Delaware limited liability company, Entercom Gainesville, LLC, a Delaware limited liability company, Entercom North Carolina, LLC, a Delaware limited liability company, Entercom Greenville, LLC, a Delaware limited liability company, Entercom Indianapolis, LLC, a Delaware limited liability company, Entercom Kansas City, LLC, a Delaware limited liability company, Entercom Madison, LLC, a Delaware limited liability company, Entercom Tennessee, LLC, a Delaware limited liability company, Entercom Milwaukee, LLC, a Delaware limited liability company, Entercom New Orleans, LLC, a Delaware limited liability company, Entercom New Orleans Licen

AGREEMENT AND PLAN OF MERGER by and Among UPLAND SOFTWARE, INC., QUEST ACQUISITION CORPORATION I, QVIDIAN CORPORATION, and CHRISTIAN L. MEININGER, as Securityholder Representative Dated as of November 16, 2017 (November 17th, 2017)
Altisource Residential Corporat – AMENDED AND RESTATED LOAN AGREEMENT Dated as of November 13, 2017 Among HOME SFR BORROWER III, LLC, as Borrower, VACA MORADA PARTNERS, LP, as a Lender, MSR II, L.P., as a Lender and AMHERST SFR LENDER, LLC, as Agent (November 17th, 2017)

THIS LOAN AGREEMENT, dated as of November 13, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among HOME SFR BORROWER III, LLC, a Delaware limited liability company, having its principal place of business at c/o Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, VI 00820 ("Borrower"), VACA MORADA PARTNERS, LP, a Delaware limited partnership, (a "Lender"), having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, MSR II, L.P., a Delaware limited partnership, having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, (a "Lender" and together with Vaca Morada Partners, LP, collectively, the "Lender") and AMHERST SFR LENDER, LLC, a Delaware limited liability company, having an address at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, as agent (in such capacity as "Agent").

Public Service Electric & Gas Co – SUPPLEMENTAL MORTGAGE Supplemental Indenture Dated SUPPLEMENTAL TO FIRST AND REFUNDING MORTGAGE DATED AUGUST 1, 1924 PUBLIC SERVICE ELECTRIC AND GAS COMPANY TO US BANK NATIONAL ASSOCIATION Trustee 21 South Street Morristown, New Jersey 07960 PROVIDING FOR THE ISSUE OF $ FIRST AND REFUNDING MORTGAGE BONDS, SERIES DUE RECORD IN MORTGAGE BOOK AND RETURN TO: , ESQ. 80 PARK PLAZA, T5B NEWARK, N.J. 07102-4194 (November 17th, 2017)

Page RECITALS FORM OF BOND FORM OF CERTIFICATE OF AUTHENTICATION GRANTING CLAUSES ARTICLE I. BONDS OF THE ______________ SERIES __. DESCRIPTION OF SERIES ARTICLE II. REDEMPTION OF BONDS OF THE ______________ SERIES __. SECTION 2.01. Redemption--Redemption Price SECTION 2.02. Redemptions Pursuant to Section 4C of Article Eight of the Indenture SECTION 2.03. Interest on Called Bonds to Cease SECTION 2.04. Bonds Called in Part SECTION 2.05. Provisions of Indenture Not Applicable ARTICLE III. MISCELLANEOUS. SECTION 3.01. Authentication of Bonds of ______________ Series __ SECTION 3.02. Authentication Agent SECTION 3.03. Additional Restrictions on Authentication of Additional Bonds Under Indenture SECTION 3.04. Restriction on Dividends SECTION 3.05. Use of Facsimile

Third Supplemental Indenture (November 17th, 2017)

This Third Supplemental Indenture (the "Third Supplemental Indenture"), dated as of May 12, 2017, among Hill-Rom Holdings, Inc., an Indiana corporation (or its permitted successor) (the "Issuer"), the other Guarantors (as defined in the Indenture referred to herein), the guarantors named in the signature pages hereto (each, a "Guaranteeing Subsidiary") and MUFG Union Bank, N.A., as trustee under the Indenture referred to below (the "Trustee").

First Supplemental Indenture (November 17th, 2017)

This First Supplemental Indenture (the "First Supplemental Indenture"), dated as of May 12, 2017, among Hill-Rom Holdings, Inc., an Indiana corporation (or its permitted successor) (the "Issuer"), the other Guarantors (as defined in the Indenture referred to herein), the guarantors named in the signature pages hereto (each, a "Guaranteeing Subsidiary") and MUFG Union Bank, N.A., as trustee under the Indenture referred to below (the "Trustee").

Altisource Residential Corporat – AMENDED AND RESTATED LOAN AGREEMENT Dated as of November 13, 2017 Among HOME SFR BORROWER II, LLC, as Borrower, VACA MORADA PARTNERS, LP, as a Lender, MSR II, L.P., as a Lender and AMHERST SFR LENDER, LLC, as Agent (November 17th, 2017)

THIS LOAN AGREEMENT, dated as of November 13, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), is made by and among HOME SFR BORROWER II, LLC, a Delaware limited liability company, having its principal place of business at c/o Altisource Asset Management Corporation, 5100 Tamarind Reef, Christiansted, VI 00820 ("Borrower"), VACA MORADA PARTNERS, LP, a Delaware limited partnership, (a "Lender"), having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, MSR II, L.P., a Delaware limited partnership, having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, (a "Lender" and together with Vaca Morada Partners, LP, collectively, the "Lender") and AMHERST SFR LENDER, LLC, a Delaware limited liability company, having an address at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, as agent (in such capacity as "Agent").

Amendment No. 1 to Third Amended and Restated Credit Agreement (November 16th, 2017)

This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of August 30, 2017 is among Meritor, Inc., an Indiana corporation (the "Company"), ArvinMeritor Finance Ireland Unlimited Company, a company organized under the laws of Ireland (the "Subsidiary Borrower" and, collectively with the Company, the "Borrowers"), the financial institutions listed on the signature pages hereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for itself and the other Lenders (in such capacity, the "Administrative Agent"). Defined terms used herein and not otherwise defined herein shall have the meanings given to them in the "Credit Agreement" referred to below.

UBS Commercial Mortgage Trust 2017-C5 – CO-LENDER AGREEMENT Dated as of November 16, 2017 by and Among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1(A-Cp) Holder, Initial Note A-1(A-Ncp) Holder and Initial Note A-1(b-Cp) Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (Initial Note A-3(A-Cp) Holder, Initial Note A-3(b-Cp) Holder, Initial Note A-3(c-Cp) Holder, Initial Note A-3(d-Ncp) Holder, Initial Note A-3(e-Ncp) Holder and Initial Note A-3(f-Ncp) Holder) Bass Pro & Cabela's Portfolio (November 16th, 2017)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of November 16, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(A-CP), the "Initial Note A-1(A-CP) Holder", and in its capacity as the initial agent, the "Initial Agent"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(A-NCP), the "Initial Note A-1(A-NCP) Holder"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(B-CP), the "Initial Note A-1(B-CP) Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder"), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK ("UBS AG, New York Branch" and together with its successors and assign

Haynes International, Inc. Nonqualified Stock Option Agreement (November 16th, 2017)

The Compensation Committee of the Board of Directors of Haynes International, Inc. (the "Company") on [Date of Grant] ("Date of Grant") has granted you an option (the "Option") to purchase [Number of Shares] Shares of the Company's Common Stock, $0.001 par value (the "Shares"), pursuant to the Haynes International, Inc. 2016 Incentive Compensation Plan (the "Plan"), upon the following terms and conditions of this Nonqualified Stock Option Agreement ("Agreement"):

Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (November 16th, 2017)
Haynes International, Inc. Performance Share Award Agreement (November 16th, 2017)

This Performance Share Award Agreement is entered into by and between Haynes International, Inc., a Delaware corporation ("Company"), and [Participant], an officer of the Company ("Grantee"), effective as of [Date of Grant] ("Effective Date").

Restricted Stock Award Agreement (November 16th, 2017)

This Restricted Stock Award Agreement is entered into by and between Haynes International, Inc., a Delaware corporation ("Company"), and [Participant], an employee of the Company ("Grantee"), effective as of [Date of Grant] ("Effective Date").

Restricted Stock Award Agreement (November 16th, 2017)

This Restricted Stock Award Agreement is entered into by and between Haynes International, Inc., a Delaware corporation ("Company"), and [Director], a member of the Company's Board of Directors ("Grantee"), effective as of [Date of Grant], ("Effective Date").

MERITOR, INC. 2010 LONG-TERM INCENTIVE PLAN (Amended and Restated as of January 26, 2017) (November 16th, 2017)
Smack Sportswear – Pure Flix Entertainment LLC 18940 N Pima Road, Suite #110 Scottsdale, AZ 85255 USA Telephone 480/991-2258 Telecopier 480/383-6266 (November 15th, 2017)

This First Amendment Agreement dated as of November 10, 2017, will serve to memorialize our understanding and restated agreement with respect to the development, packaging, production, post-production and worldwide distribution of the Pictures intended for initial and primary worldwide exhibition on the SVOD in connection with the Agreement. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement. We hereby agree as follows:

Bank 2017-Bnk8 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of November 2, 2017 by and Between MORGAN STANLEY BANK, N.A. (Initial Note A-1-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-1-2 Holder) and BARCLAYS BANK PLC (Initial Note A-2 Holder) US Industrial Portfolio III (November 15th, 2017)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of November 2, 2017 by and between MORGAN STANLEY BANK, N.A. ("MSBNA" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1 described below, the "Initial Note A-1-1 Holder" and, in its capacity as the initial agent, the "Initial Agent"), MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-2 described below, the "Initial Note A-1-2 Holder") and BARCLAYS BANK PLC ("Barclays" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the "Initial Note A-2 Holder"; the Initial Note A-1-1 Holder, the Initial Note A-1-2 Holder and the Initial Note A-2 Holder are referred to collectively herein as the "Initial Note Holders").

Delphi Technologies PLC – Separation and Distribution Agreement by and Between Delphi Automotive Plc and Delphi Technologies Plc Dated as of November 15, 2017 (November 15th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of November 15, 2017 (this Agreement), by and between Delphi Automotive PLC, a public limited company formed under the laws of Jersey (Aptiv) and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and wholly owned subsidiary of Aptiv (Delphi Technologies). Aptiv and Delphi Technologies are each a Party and are sometimes referred to herein collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

EXECUTION VERSION [[3680588]] AMENDMENT AND RESTATEMENT AGREEMENT Dated as of November 15, 2017 (This "Amendment"), Among VECTRUS, INC., an Indiana Corporation ("Holdings"), VECTRUS SYSTEMS CORPORATION, a Delaware Corporation (The "Borrower"), the Other LOAN PARTIES Party Hereto, the LENDERS and ISSUING BANKS Party Hereto and JPMORGAN CHASE BANK, N.A. ("JPMorgan"), as Administrative Agent (In Such Capacity, the "Administrative Agent") Under the Credit Agreement Dated as of September 17, 2014 (As Amended, Supplemented or Otherwise Modified From Time to Time, the "Existing Credit Agreement"), Am (November 15th, 2017)
Delphi Automotive PLC – Separation and Distribution Agreement by and Between Delphi Automotive Plc and Delphi Technologies Plc Dated as of November 15, 2017 (November 15th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of November 15, 2017 (this Agreement), by and between Delphi Automotive PLC, a public limited company formed under the laws of Jersey (Aptiv) and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and wholly owned subsidiary of Aptiv (Delphi Technologies). Aptiv and Delphi Technologies are each a Party and are sometimes referred to herein collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.