Jones Day Sample Contracts

First Amendment to Second Amended and Restated Receivables Purchase Agreement (April 25th, 2018)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of April 12, 2018 (this "Amendment"), is entered into by and among the following parties:

Amended and Restated Syndicated Facility Agreement (April 24th, 2018)

THIS AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, is dated as of March 30, 2015 and amended and restated as of February 28, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), BANK OF AMERICA, N.A., as Australian security trustee (in such capacity, together with its successors and assigns in such capacity, "Australian Security Trustee"), CLEVELAND-CLIFFS INC., an Ohio corporation ("Parent"), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and individually and collectively as

Rex Energy Corporation – Contract (April 24th, 2018)

This LIMITED WAIVER AND THIRD FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this Agreement), dated as of April 23, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the Borrower), the Lenders (as defined below) party hereto from time to time, solely for purposes of Section 3.2(b) hereof, MACQUARIE BANK LIMITED (in its capacity as the issuer of Letters of Credit under the Credit Agreement, the Issuing Bank) and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative agent and collateral agent for the Lenders (in such capacity, the Administrative Agent).

Agreement (April 23rd, 2018)

This Agreement (this Agreement) is made and entered into as of April 23, 2018 by and among Newell Brands Inc. (the Company) and the entities and natural persons set forth in the signature pages hereto (collectively, Starboard) (each of the Company and Starboard, a Party to this Agreement, and collectively, the Parties).

Amended and Restated Receivables Purchase Agreement (April 23rd, 2018)

This AMENDMENT NO. 7, dated as of March 6, 2018 (this "Amendment"), is made with respect to that certain Amended and Restated Receivables Purchase Agreement, dated as of November 18, 2011 (as amended, restated, supplemented or otherwise modified, the "Agreement"), among LPAC CORP., a Delaware corporation ( the "Seller"), LENNOX INDUSTRIES INC., a Delaware corporation, as master servicer thereunder (in such capacity, the "Master Servicer"), VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Purchaser, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as administrative agent for the Investors (in such capacity, the "Administrative Agent"), the purchaser agent for the BTMU Purchaser Group (in such capacity, the "BTMU Purchaser Agent") and a BTMU Liquidity Bank, and WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB"), as the purchaser agent for the WFB Purchaser Group (in such capacity, the "WFB Purchaser Agent") and a WFB Liquidity Bank (the "WFB Liquidity Bank"). Capitalized terms used and

Rex Energy Corporation – Term Loan Credit Agreement Dated as of April 28, 2017 Among Rex Energy Corporation, as Borrower, Angelo, Gordon Energy Servicer, Llc, as Administrative Agent and Collateral Agent, and the Lenders Party Hereto (April 13th, 2018)

THIS TERM LOAN CREDIT AGREEMENT dated as of April 28, 2017 is among: Rex Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the "Borrower"); each of the Lenders from time to time party hereto; the Issuing Bank; Angelo, Gordon Energy Servicer, LLC, as administrative agent for the Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the "Administrative Agent"), and Angelo, Gordon Energy Servicer, LLC, as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent").

MASTER REPURCHASE AGREEMENT Dated as of April 10, 2018 Between BARCLAYS BANK PLC, as Purchaser, and RCC REAL ESTATE SPE 7, LLC, as Seller (April 12th, 2018)

MASTER REPURCHASE AGREEMENT, dated as of April 10, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this Agreement), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, Purchaser) and RCC REAL ESTATE SPE 7, LLC, a limited liability company organized under the laws of the State of Delaware (Seller).

Guaranty (April 12th, 2018)

GUARANTY, dated as of April 10, 2018 (this Guaranty), made by RESOURCE CAPITAL CORP., a Maryland corporation, together with its successors and its permitted assigns (Guarantor), for the benefit of BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (Purchaser).

American Water Works – STOCK PURCHASE AGREEMENT Dated as of April 11, 2018 by and Among NICOR ENERGY VENTURES COMPANY, NICOR ENERGY SERVICES COMPANY D/B/a PIVOTAL HOME SOLUTIONS, SOUTHERN COMPANY GAS (FOR THE LIMITED PURPOSES SET FORTH HEREIN), AMERICAN WATER ENTERPRISES, LLC, and AMERICAN WATER WORKS COMPANY, INC. (FOR THE LIMITED PURPOSES SET FORTH HEREIN) (April 11th, 2018)

This STOCK PURCHASE AGREEMENT (this Agreement), dated as of April 11, 2018, by and among Nicor Energy Ventures Company, a Delaware corporation (Seller), Nicor Energy Services Company d/b/a Pivotal Home Solutions, a Delaware corporation (the Company), American Water Enterprises, LLC, a Delaware limited liability company (Buyer), Southern Company Gas, a Georgia corporation (Parent), solely for the limited purposes expressly set forth in Section 6.12 and Section 6.18 hereof, and American Water Works Company, Inc., a Delaware corporation (Buyer Parent), solely for the limited purposes expressly set forth in Section 10.15.

Amendment No. 4 to Credit Agreement (April 11th, 2018)

AMENDMENT NO. 4 TO CREDIT AGREEMENT (this Amendment No. 4), dated as of April 11, 2018, by and among PEABODY ENERGY CORPORATION, a Delaware corporation (the Borrower), the other Reaffirming Parties (as defined below) party hereto, the 2018 Refinancing Term Lenders (as defined below) party hereto, the other Lenders party hereto and GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, including any permitted successor thereto, the Administrative Agent). Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and BMO Capital Markets Corp. are acting as joint lead arrangers and joint bookrunners in connection with this Amendment No. 4.

Babcock & Wilcox Enterprises, Inc. – Amendment No. 6 to Credit Agreement (April 11th, 2018)
Amendment No. 18 to Receivables Purchase Agreement (April 9th, 2018)

THIS AMENDMENT NO. 18 TO RECEIVABLES PURCHASE AGREEMENT (this Amendment), dated as of January 16, 2018, is entered into among WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation, as Seller (the Seller), WORTHINGTON INDUSTRIES, INC., an Ohio corporation, as Servicer (the Servicer), THE MEMBERS OF THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY TO THE AGREEMENT (as defined below) (each, a Purchaser Group and collectively, the Purchaser Groups), and PNC BANK, NATIONAL ASSOCIATION, as Administrator (the Administrator).

Stock Purchase Agreement (April 5th, 2018)
Northern Oil & Gas Inc – Contract (April 4th, 2018)

This SECOND AMENDMENT TO EXCHANGE AGREEMENT (this "Second Amendment"), is made and entered into as of April 2, 2018, by and among NORTHERN OIL AND GAS, INC., a Minnesota corporation (the "Company"), and each of the holders party hereto (collectively, the "Noteholders" and each, a "Noteholder"). Capitalized terms used but not defined herein have the meanings assigned to them in the Exchange Agreement (as defined below).

Rex Energy Corporation – Contract (April 3rd, 2018)

This FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this Agreement), dated as of April 3, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the Borrower), the Lenders (as defined below) party hereto from time to time and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative agent and collateral agent for the Lenders (in such capacity, the Administrative Agent).

FirstEnergy Solutions – Standstill Agreement (April 2nd, 2018)

This Standstill Agreement (Agreement) is made as of March 30, 2018 (Effective Date), by and among FirstEnergy Solutions Corp. and its subsidiaries and affiliates, (collectively, FES) and FirstEnergy Nuclear Operating Company (FENOC) (collectively with FES, the Company or the Debtors), (ii) FirstEnergy Corp. (FE) on behalf of itself and its direct and indirect subsidiaries other than those comprising the Company (collectively, the FE Non-Debtor Parties), (iii) the ad hoc group of certain holders of (x) pollution control revenue bonds supported by notes issued by FirstEnergy Generation, LLC (FG) and FirstEnergy Nuclear Generation, LLC (NG) and (y) certain unsecured notes issued by FES (collectively, the Ad Hoc Noteholder Group), (iv) the ad hoc group of certain holders of pass-through certificates issued in connection with the sale-leaseback transaction for Unit 1 of the Bruce-Mansfield plant (the Mansfield Certificateholders Group), (v) the official committee of unsecured creditors (the

Cole Credit Property Trust V, Inc. – CREDIT AGREEMENT Dated as of March 27, 2018 Among COLE OPERATING PARTNERSHIP V, LP, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent and L/C Issuer, (March 30th, 2018)

THIS CREDIT AGREEMENT (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of March 27, 2018, among COLE OPERATING PARTNERSHIP V, LP, a Delaware limited partnership (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BPS804 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 3 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BPS804 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 3 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BGS649 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 2 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BGS649 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 2 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BCT197 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 1 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BCT197 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 1 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.

Director Appointment and Nomination Agreement (March 19th, 2018)

This Director Appointment and Nomination Agreement, dated March 18, 2018 (this Agreement), is by and among the persons and entities listed on Schedule A (collectively, the Icahn Group, and each individually a member of the Icahn Group) and Newell Brands Inc. (the Company). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Cc Media Holdings Inc – Restructuring Support Agreement (March 19th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of March 16, 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – Restructuring Support Agreement (March 15th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of March 15, 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

PC Mall, Inc. – The Financial Institutions Named Herein (March 15th, 2018)

This Fifth Amended and Restated Loan and Security Agreement (this "Agreement"), dated as of October 24, 2017, is entered into by and among the financial institutions from time to time parties hereto, whether by execution of an Assignment and Acceptance Agreement (as defined below) or this Agreement (each a "Lender" and collectively "Lenders"), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company ("WFCF"), as administrative and collateral agent for the Lenders (in such capacity "Agent"), Co-Lead Arranger, and Co-Bookrunner, BANK OF AMERICA, N.A., as Co-Lead Arranger, Co-Bookrunner, and Syndication Agent ("BofA"), PCM, INC., a Delaware corporation ("PCM"), PCM SALES, INC., a California corporation ("PCM Sales"), PCM LOGISTICS, LLC, a Delaware limited liability company ("PCM Logistics"), PCMG, INC., a Delaware corporation ("PCMG"), M2 MARKETPLACE, INC., a Delaware corporation ("M2"), ABREON, INC., a Delaware corporation ("Abreon"), CROSS LINE PRODUCTS, INC., a Delaware c

Cc Media Holdings Inc – Restructuring Support Agreement (March 14th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Calyxt, Inc. – Calyxt, Inc. Indemnification Agreement (March 14th, 2018)

This Indemnification Agreement (this Agreement), effective as of July 19, 2017, by and between Calyxt, Inc., a Delaware corporation (the Company) and [ ] (Indemnitee).

Mplx Lp – Third Amended and Restated Distribution Agreement (March 13th, 2018)
Cc Media Holdings Inc – Restructuring Support Agreement (March 13th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

AGREEMENT AND PLAN OF MERGER by and Among LUMENTUM HOLDINGS INC. PROTA MERGER SUB, INC., PROTA MERGER, LLC and OCLARO, INC. Dated as of March 11, 2018 (March 12th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 11, 2018, by and among Lumentum Holdings Inc., a Delaware corporation (Parent), Prota Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Prota Merger, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub LLC) and Oclaro, Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

Cc Media Holdings Inc – Restructuring Support Agreement (March 12th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [*], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

AGREEMENT AND PLAN OF MERGER by and Among KURARAY CO., LTD., KURARAY HOLDINGS U.S.A., INC., KJ MERGER SUB, INC. And CALGON CARBON CORPORATION Dated as of SEPTEMBER 21, 2017 (March 12th, 2018)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 21, 2017, by and among Kuraray Co., Ltd., a company organized under the laws of Japan (Kuraray), Kuraray Holdings U.S.A., Inc., a Delaware corporation (Parent), KJ Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Calgon Carbon Corporation, a Delaware corporation (the Company).

FIRST AMENDMENT TO LOAN AGREEMENT FIRST AMENDMENT TO LOAN AGREEMENT, Dated as of February 2, 2018 (This "Agreement"), to That Certain Term Loan Agreement, Dated as of May 8, 2015 (As Amended, Restated, Extended, Supplemented or Otherwise Modified in Writing From Time to Time, the "Loan Agreement"), Among CIM Commercial Trust Corporation (The "Borrower"), Certain Subsidiaries of the Borrower From Time to Time as Guarantors, the Lenders From Time to Time Party Thereto, and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized Terms Used Herein and Not Otherwise Defined Her (March 12th, 2018)
Lumentum Holdings Inc. – AGREEMENT AND PLAN OF MERGER by and Among LUMENTUM HOLDINGS INC. PROTA MERGER SUB, INC., PROTA MERGER, LLC and OCLARO, INC. Dated as of March 11, 2018 (March 12th, 2018)

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 11, 2018, by and among Lumentum Holdings Inc., a Delaware corporation (Parent), Prota Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Prota Merger, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub LLC) and Oclaro, Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

Interest Transfer Agreement (March 9th, 2018)

This INTEREST TRANSFER AGREEMENT (this Agreement) is executed and delivered as of March 9, 2018, among Oncor Electric Delivery Company LLC (Oncor), Oncor Management Investment LLC (OMI), Sempra Energy, a California corporation (Sempra), and Oncor Electric Delivery Holdings Company LLC, a Delaware limited liability company (Purchaser).

KBS Real Estate Investment Trust III, Inc. – This Document Prepared By (March 8th, 2018)