Jones Day Sample Contracts

Amendment No. 1 To (February 19th, 2019)

This AMENDMENT NO. 1, dated as of October 19, 2018 (this "Amendment"), to the Existing Credit Agreement referred to below, is entered into by and among FirstEnergy Transmission, LLC ("FET"), American Transmission Systems, Incorporated ("ATSI"), Mid-Atlantic Interstate Transmission, LLC ("MAIT") and Trans-Allegheny Interstate Line Company ("TrAILCo", and together with FET, ATSI and MAIT, the "Borrowers"), the banks and other financial institutions (the "Lenders") listed on the signature pages hereof, PNC Bank, National Association ("PNC"), as Administrative Agent (in such capacity, the "Administrative Agent") for the Lenders hereunder, and the fronting banks (the "Fronting Banks") listed on the signature pages hereof.

U.S. $1,250,000,000 TERM LOAN CREDIT AGREEMENT Dated as of October 19, 2018, Among FIRSTENERGY CORP., (February 19th, 2019)

TERM LOAN CREDIT AGREEMENT, dated as of October 19, 2018, among FIRSTENERGY CORP. ("FE" or the "Borrower"), the banks and other financial institutions (the "Banks") listed on the signature pages hereof and THE BANK OF NOVA SCOTIA ("Scotiabank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder.

Contract (February 19th, 2019)
Contract (February 19th, 2019)
TRANSDIGM INC. 7.50% Senior Subordinated Notes Due 2027 REGISTRATION RIGHTS AGREEMENT (February 13th, 2019)
TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS Named Herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of February 13, 2019 6.25% Senior Secured Notes Due 2026 (February 13th, 2019)
Contract (February 13th, 2019)
Contract (February 13th, 2019)
Fusion Telecommunications International, Inc. – Asset Purchase Agreement (February 8th, 2019)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of February 1, 2019, is by and between Lingo Management, LLC, a Georgia limited liability company ("Buyer"), and Fusion Cloud Services, LLC (f/k/a Birch Communications, LLC), a Georgia limited liability company ("Seller"). Capitalized terms used herein have the meanings set forth in Section 1.1.

Letter Agreement Regarding NRG South Central Generating LLC Acquisition (February 8th, 2019)

This letter agreement (this "Letter Agreement"), dated as of February 1, 2019, is being entered into between NRG Energy, Inc. ("Seller") and Cleco Cajun LLC (f/k/a Cleco Energy LLC) ("Purchaser"). Capitalized terms used but not defined in the Letter Agreement shall have the meaning ascribed to them in the PSA (as defined below).

Westmoreland Resource Partners, LP – ASSET PURCHASE AGREEMENT Among WESTMORELAND RESOURCE PARTNERS, LP, OTHER SELLERS PARTY HERETO, and CCU COAL AND CONSTRUCTION, LLC as PURCHASER Dated as of February 1, 2019 (February 7th, 2019)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of February 1, 2019, by and among CCU Coal and Construction, LLC, an Ohio limited liability company ("Purchaser"), Westmoreland Resource Partners, LP, a Delaware limited partnership (the "Company" and a "Seller") and the directly and indirectly wholly owned subsidiaries of the Company party hereto (each a "Seller" and collectively with the Company, "Sellers").

Cibus Global, Ltd. – Contract (February 4th, 2019)
Cibus Global, Ltd. – Contract (February 4th, 2019)
Westmoreland Resource Partners, LP – ASSET PURCHASE AGREEMENT Among WESTMORELAND RESOURCE PARTNERS, LP, OTHER SELLERS PARTY HERETO, and SABINE PASS COAL COMPANY, LLC, as PURCHASER and MERIDA NATURAL RESOURCES, LLC, as GUARANTOR Dated as of January 22, 2019 (January 28th, 2019)
Modern Media Acquisition Corp. – BUSINESS TRANSACTION AGREEMENT BY AND AMONG MODERN MEDIA ACQUISITION CORP., MODERN MEDIA LLC, on Behalf of MODERN MEDIA ACQUISITION CORP. S.A., APOSTOLOS N. ZERVOS, on Behalf of UNLIMITED MUSIC S.A. And AKAZOO LIMITED Dated as of January 24, 2019 (January 25th, 2019)
Transportation Systems Holdings Inc. – Contract (January 25th, 2019)
Mereo Biopharma Group plc – Contract (January 25th, 2019)
Twin River Worldwide Holdings, Inc. – Contract (January 25th, 2019)
Transportation Systems Holdings Inc. – Contract (January 25th, 2019)
Modern Media Acquisition Corp. – Contract (January 25th, 2019)
Mereo Biopharma Group plc – Contract (January 25th, 2019)
Transportation Systems Holdings Inc. – Contract (January 25th, 2019)
Modern Media Acquisition Corp. – Contract (January 25th, 2019)
Twin River Worldwide Holdings, Inc. – Contract (January 25th, 2019)
Transportation Systems Holdings Inc. – Contract (January 25th, 2019)
Mereo Biopharma Group plc – Contract (January 25th, 2019)
Twin River Worldwide Holdings, Inc. – Contract (January 25th, 2019)
Twin River Worldwide Holdings, Inc. – Contract (January 25th, 2019)
Contract (January 22nd, 2019)
CREDIT AGREEMENT DATED AS OF JANUARY 11, 2019 AMONG THE ANDERSONS, INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A., BMO HARRIS BANK N.A., BANK OF THE WEST, FIFTH THIRD BANK, and ABN AMRO CAPITAL USA LLC, AS CO-SYNDICATION AGENTS BRANCH BANKING AND TRUST COMPANY and CITIBANK, N.A., AS CO-DOCUMENTATION AGENTS (January 14th, 2019)

This Credit Agreement (the "Agreement"), dated as of January 11, 2019, is among THE ANDERSONS, INC., the Lenders and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2019 by and Among GRAY TELEVISION, INC., as Borrower, THE LENDERS REFERRED TO HEREIN, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank, BANK OF AMERICA, N. A., DEUTSCHE BANK SECURITIES INC., JPMORGAN CHASE BANK, N.A. And ROYAL BANK OF CANADA, as Syndication Agents, and REGIONS BANK, BARCLAYS BANK PLC, CITIZENS BANK, N.A., FIFTH THIRD BANK and MUFG UNION BANK, N.A., as Documentation Agents WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATE (January 3rd, 2019)
Second Restatement Agreement (January 3rd, 2019)
Mercantil Bank Holding Corp – Class B Share Purchase Agreement (January 2nd, 2019)
Tree.Com – Stock Purchase Agreement (December 27th, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 20, 2018, is entered into by and among LendingTree, LLC, a Delaware limited liability company ("Buyer"); Value Holding Inc., a Delaware corporation (the "Company"); Jonathan Wu ("J. Wu"), Vincent Wu ("V. Wu"), Brian Quinn ("Quinn"), YueTing Pen ("Pen" and, collectively with J. Wu, V. Wu and Quinn, "Sellers" and each a "Seller"); and Jonathan Wu, as representative of Sellers (the "Sellers' Representative"). Buyer, the Company, Sellers and the Sellers' Representative are referred to from time to time in this Agreement individually as a "Party" and together as the "Parties."

Cibus Global, Ltd. – Contract (December 21st, 2018)