Jones Day Sample Contracts

Securities Purchase Agreement (January 16th, 2018)

SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of January 16, 2018, by and among comScore, Inc., a Delaware corporation, with headquarters located at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 (the Company), and the investors listed on the Schedule of Buyers attached hereto (individually, a Buyer and collectively, the Buyers).

Registration Rights Agreement (January 16th, 2018)

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 16, 2018, by and among comScore, Inc., a Delaware corporation, with headquarters located at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 (the Company), and the investors listed on the Schedule of Buyers attached hereto (each, a Buyer and collectively, the Buyers).

ASSET PURCHASE AGREEMENT Between Alliqua Biomedical, Inc. And CELULARITY INC. Dated as of January 5, 2018 (January 5th, 2018)

Page ARTICLE I Definitions 1 1.1. Defined Terms 1 ARTICLE II Purchase and Sale of Assets and Assumption of Liabilities 2 2.1. Acquired Assets 2 2.2. Excluded Assets 3 2.3. Assumed Liabilities 4 2.4. Excluded Liabilities 4 2.5. Purchase Price 5 2.6. Non-Assignable Assets 6 2.7. Purchase Price Allocation. 7 2.8. Withholding 8 ARTICLE III Closing 8 3.1. Closing 8 3.2. Closing Deliverables 8 ARTICLE IV Representations and Warranties of Seller 10 4.1. Organization, Good Standing and Qualification 10 4.2. [Reserved] 10 4.3. Corporate Authority; Approval and Fairness 10 4.4. Governmental Filings; No Violations; Certain C

Mplx Lp – TERM LOAN AGREEMENT Dated as of January 2, 2018, (January 4th, 2018)

TERM LOAN AGREEMENT dated as of January 2, 2018, among MPLX LP, a Delaware limited partnership, the LENDERS party hereto and MIZUHO BANK, LTD., as Administrative Agent.

Lamb Weston Holdings, Inc. – Amendment No. 2 to Credit Agreement (January 4th, 2018)

This CREDIT AGREEMENT is entered into as of November 9, 2016 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the "Borrower"), the Guarantors (defined herein), the Lenders and L/C Issuers (each as defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

Marathon Petroleum Corporation – TERM LOAN AGREEMENT Dated as of January 2, 2018, (January 4th, 2018)

TERM LOAN AGREEMENT dated as of January 2, 2018, among MPLX LP, a Delaware limited partnership, the LENDERS party hereto and MIZUHO BANK, LTD., as Administrative Agent.

Babcock & Wilcox Enterprises, Inc. – Agreement (January 3rd, 2018)

This Agreement (this "Agreement") is entered into as of the date set forth on the signature page hereto by and among Babcock & Wilcox Enterprises, Inc. (the "Company"), on the one hand, and Vintage Capital Management, LLC ("Vintage"), Kahn Capital Management, LLC and Brian R. Kahn (collectively, the "Shareholders"), on the other hand. Each of the Company and the Shareholders are a "Party" and, collectively, the "Parties."

SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of December 18, 2017 Among ORBCOMM INC., as Borrower, the Guarantors Party Hereto From Time to Time, the Lenders Party Hereto From Time to Time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger (December 22nd, 2017)

This SENIOR SECURED REVOLVING CREDIT AGREEMENT (this Agreement), dated as of December 18, 2017, is by and between ORBCOMM INC., a Delaware corporation (the Borrower), the Guarantors (as defined below) party hereto from time to time, the financial institutions party hereto from time to time (the Lenders), and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

AP Gaming Holdco, Inc. – AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of May 30, 2017, by and Among AP GAMING HOLDCO, INC., as Issuer, AP GAMING HOLDINGS, LLC, as Subsidiary Guarantor, DEUTSCHE BANK AG, LONDON BRANCH, as Holder, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (December 19th, 2017)

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of May 30, 2017 (this Agreement), by and among AP GAMING HOLDCO, INC., a Delaware corporation, as issuer (together with its successors and permitted assigns, the Issuer), AP GAMING HOLDINGS, LLC, a Delaware limited liability company, as guarantor (together with its successors and permitted assigns, the Subsidiary Guarantor), DEUTSCHE BANK AG, LONDON BRANCH, as holder (the Holder), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as collateral agent (together with its successors and permitted assigns in such capacity, the Collateral Agent) for the benefit of the Holders party hereto from time to time.

Amendment No. 3 to Credit Agreement (December 19th, 2017)

AMENDMENT NO. 3 TO CREDIT AGREEMENT (this Amendment No. 3), dated as of December 18, 2017, by and among PEABODY ENERGY CORPORATION, a Delaware corporation (the Borrower), the other Reaffirming Parties (as defined below) party hereto, the 2017 Incremental Revolving Lenders (as defined below) party hereto, the 2017 L/C Issuers (as defined below) party hereto and GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, including any permitted successor thereto, the Administrative Agent).

The GUARANTORS PARTIES HERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND FIRST LIEN NOTES COLLATERAL AGENT 4.875% Senior Secured Notes Due 2024 INDENTURE Dated as of December 19, 2017 (December 19th, 2017)

INDENTURE, dated as of December 19, 2017, among CLEVELAND-CLIFFS INC., an Ohio corporation (the "Company"), THE GUARANTORS (as defined herein) party hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee") and First Lien Notes Collateral Agent (as defined herein).

Third Amended and Restated Loan and Security Agreement (December 14th, 2017)

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of December 8, 2017, among OLYMPIC STEEL, INC., an Ohio corporation ("Olympic Steel"), OLYMPIC STEEL LAFAYETTE, INC., an Ohio corporation ("Olympic Lafayette"), OLYMPIC STEEL MINNEAPOLIS, INC., a Minnesota corporation ("Olympic Minneapolis"), OLYMPIC STEEL IOWA, INC., an Iowa corporation ("Olympic Iowa"), OLY STEEL NC, INC., a Delaware corporation ("Oly NC"), IS Acquisition, Inc., an Ohio corporation ("IS Acquisition"), CHICAGO TUBE AND IRON COMPANY, a Delaware corporation ("Chicago Tube and Iron") (Olympic Steel, Olympic Lafayette, Olympic Minneapolis, Olympic Iowa, Oly NC, IS Acquisition and Chicago Tube and Iron, collectively, "Borrowers"), the financial institutions party to this Agreement from time to time as lenders (collectively, "Lenders"), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (together with its successors and assigns, "Agent"), amends and restates in its entiret

Fairmount Santrol Holdings Inc. – SCR-SIBELCO NV UNIMIN CORPORATION BISON MERGER SUB, INC. BISON MERGER SUB I, LLC AND FAIRMOUNT SANTROL HOLDINGS INC. AGREEMENT AND PLAN OF MERGER Dated as of December 11, 2017 (December 12th, 2017)

This BUSINESS CONTRIBUTION AGREEMENT (this Agreement), dated as of [*], by and between SCR-SIBELCO NV, a Belgian public company (Sibelco), UNIMIN CORPORATION, a Delaware corporation and wholly-owned subsidiary of Sibelco (the Transferor) and [HPQ CO], a Delaware corporation and wholly owned subsidiary of Transferor (the Transferee). Sibelco, the Transferor and the Transferee are each referred to herein individually as a Party and collectively as the Parties.

Pyxis Tankers Inc. – Securities Purchase Agreement (December 8th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of December 6, 2017, between Pyxis Tankers Inc., a corporation organized under the laws of the Marshall Islands (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

364-Day Term Loan Agreement (December 7th, 2017)

364-DAY TERM LOAN AGREEMENT (this "Agreement"), dated as of December 5, 2017, among XCEL ENERGY INC., a Minnesota corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as administrative agent.

Contract (December 4th, 2017)
GRAY TELEVISION, INC. 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (December 4th, 2017)

Exhibit A - Underwriters Exhibit B - Subsidiaries of the Company Exhibit C - List of Persons Subject to Lock-Up Exhibit D - Form of Lock-Up Agreement Exhibit E - Form of Opinion of Company Counsel Exhibit F - Form of FCC Counsel Opinion Exhibit G - FCC Matters Exhibit H - Price-Related Information Exhibit I - Issuer General Use Free Writing Prospectuses

Contract (November 30th, 2017)
Tree.Com – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 21, 2017 Among LENDINGTREE, LLC as the Borrower, LENDINGTREE, INC., as Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO And (November 28th, 2017)

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made and entered into as of November 21, 2017, by and among LENDINGTREE, LLC, a Delaware limited liability company (the "Borrower"), LENDINGTREE, INC., a Delaware corporation ("Parent"), the several banks and other financial institutions and lenders from time to time party hereto (the "Lenders"), and SUNTRUST BANK, in its capacity as administrative agent for itself and the Lenders (the "Administrative Agent"), as issuing bank (the "Issuing Bank") and as swingline lender (the "Swingline Lender").

ONCOR ELECTRIC DELIVERY COMPANY LLC, AS BORROWER REVOLVING CREDIT AGREEMENT Dated as of November 17, 2017 JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND SWINGLINE LENDER THE FRONTING BANKS FROM TIME TO TIME PARTIES HERETO THE LENDERS FROM TIME TO TIME PARTIES HERETO JPMORGAN CHASE BANK, N.A. CITIGROUP GLOBAL MARKETS INC. MIZUHO BANK, LTD. BARCLAYS BANK, PLC MUFG UNION BANK, N.A. WELLS FARGO SECURITIES, LLC RBC CAPITAL MARKETS Joint Lead Arrangers and Joint Bookrunners CITIBANK, N.A. MIZUHO BANK,, LTD. Syndication Agents BARCLAYS BANK PLC MUFG UNION BANK, N.A. WELLS FARGO BANK, NATIONAL (November 21st, 2017)

REVOLVING CREDIT AGREEMENT (this Agreement), dated as of November 17, 2017, among Oncor Electric Delivery Company LLC, a Delaware limited liability company (the Borrower), the lenders listed in Schedule 2.01 (together with their successors and assigns, the Lenders), JPMorgan Chase Bank, N.A. (JPMorgan Chase), as administrative agent for the Lenders (in such capacity, the Agent), JPMorgan Chase, as swingline lender (in such capacity, the Swingline Lender), and the Fronting Banks from time to time parties hereto for letters of credit issued hereunder.

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).

Annex a Revised Agreement (November 16th, 2017)
Table of Contents (November 14th, 2017)

THIS CONTRACT OF PURCHASE AND SALE (this "Agreement") is made and entered into as of the 12th day of September 2017 (the "Effective Date"), by and between ALARCON HOLDINGS, INC., a New York corporation having an address c/o Spanish Broadcasting System, Inc., 7007 NW 77th Avenue, Miami, FL 33166 ("Seller") and 26 W. 56 LLC, a New York limited liability company, having an address at 29 West 56th Street, New York, New York 10016 ("Purchaser").

Contract (November 13th, 2017)
American Midstreampartners Lp – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of July 21, 2017 by and Between AMID MERGER LP and SHV ENERGY N.V. (November 9th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made as of July 21, 2017 by and between AMID Merger LP, a Delaware limited partnership (the "Seller"), and SHV Energy N.V., a Dutch public limited liability company (the "Buyer"). The Seller and the Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Sorrento Therapeutics, Inc. – License and Transfer Agreement (November 9th, 2017)

This LICENSE AND TRANSFER AGREEMENT (this "Agreement") is made as of August 15, 2017 (the "Effective Date"), by and between TNK Therapeutics, Inc., a Delaware corporation and a majority owned subsidiary of Sorrento Therapeutics, Inc. ("TNK"), Sorrento Therapeutics, Inc. a Delaware corporation ("Sorrento"), and Celularity, Inc., a Delaware corporation ("Celularity").

Access Integrated Technologies – Registration Rights Agreement (November 6th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of November 1, 2017, by and between Cinedigm Corp., a Delaware company (the "Company") and the purchasers listed on Schedule 1 attached hereto (the "Purchasers"). The Company and each of the Purchasers have entered into either that certain Stock Purchase Agreement dated as of June 29, 2017 (the "Purchase Agreement") by and between the Company and Bison Entertainment Investment Limited or one of certain other stock purchase agreements, each dated as of November 1, 2017 (the "Other Agreements") by and between the Company and each other Purchaser. Terms used but not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 3, 2017 Among CHART INDUSTRIES, INC. CHART INDUSTRIES LUXEMBOURG S.A R.L. CHART ASIA INVESTMENT COMPANY LIMITED the Lenders Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent and BANK OF AMERICA, N.A. FIFTH THIRD BANK WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION as Co- Syndication Agents JPMORGAN CHASE BANK, N.A. As Sole Bookrunner and Sole Lead Arranger (November 6th, 2017)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2017 (this Agreement), among CHART INDUSTRIES, INC., a Delaware corporation, CHART INDUSTRIES LUXEMBOURG S.A R.L., a private limited liability company (societe a responsabilite limitee), incorporated under the laws of Luxembourg, having its registered office at 2, rue des Dahlias, L-1411 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 148.907, CHART ASIA INVESTMENT COMPANY LIMITED, a private limited company incorporated under the laws of Hong Kong with company number 1174361 and having its registered office address at 36/F., Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A., FIFTH THIRD BANK, WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents.

Second Amendment to Credit Agreement (November 3rd, 2017)

SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of October 30, 2017, by and among WEX INC., a Delaware corporation (the "Company"), WRIGHT EXPRESS INTERNATIONAL HOLDINGS LIMITED, as a Designated Borrower (as defined in the Existing Credit Agreement referred to below), WEX CARD HOLDINGS AUSTRALIA PTY LTD. (the "Specified Designated Borrower" and together with the Company and the Designated Borrower, the "Amendment Loan Parties"), BANK OF AMERICA, N.A., as Administrative Agent (as defined in the Existing Credit Agreement referred to below), Swing Line Lender (as defined in the Existing Credit Agreement referred to below) and L/C Issuer (as defined in the Existing Credit Agreement referred to below) and SANTANDER BANK, N.A., as the incremental revolving loan lender (the "Incremental Revolving Lender").

Northern Oil & Gas Inc – Term Loan Credit Agreement Dated as of November 1, 2017 Among Northern Oil and Gas, Inc., as Borrower, Tpg Specialty Lending, Inc., as Administrative Agent and Collateral Agent, And (November 2nd, 2017)

THIS TERM LOAN CREDIT AGREEMENT dated as of November 1, 2017 is among: Northern Oil and Gas, Inc., a corporation duly formed and existing under the laws of the State of Minnesota (the "Borrower"); each of the Lenders from time to time party hereto; TPG Specialty Lending, Inc. ("TSL"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), and TSL, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the "Collateral Agent").

American Midstreampartners Lp – Contribution Agreement Dated as of October 31, 2017 by and Among Southcross Holdings Lp, American Midstream Partners, Lp, and American Midstream Gp, Llc (November 1st, 2017)

This CONTRIBUTION AGREEMENT (this Agreement), dated as of October 31, 2017 (the Execution Date), is by and among Southcross Holdings LP, a Delaware limited partnership (Holdings LP), American Midstream Partners, LP, a Delaware limited partnership (AMID), and American Midstream GP, LLC, a Delaware limited liability company and the general partner of AMID (AMID GP and, together with AMID, the AMID Entities).

Nii Holdings – AMENDED AND RESTATED CREDIT AGREEMENT Among NEXTEL TELECOMUNICACOES LTDA. As Borrower THE GUARANTORS SIGNATORIES HERETO as Guarantors CHINA DEVELOPMENT BANK as Lender CHINA DEVELOPMENT BANK as Administrative Agent and CHINA DEVELOPMENT BANK as Arranger (November 1st, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of October 31, 2017, among (i) NEXTEL TELECOMUNICACOES LTDA., a limited liability company (sociedade limitada) organized and existing under the laws of Brazil (the "Borrower"), (ii) the parties listed in Annex III (in such capacity, the "Guarantors") and (iii) CHINA DEVELOPMENT BANK as arranger (the "Arranger"), administrative agent (in such capacity, the "Administrative Agent") and lender (in such capacity, the "Lender").

Nii Holdings – AMENDED AND RESTATED CREDIT AGREEMENT Among NEXTEL TELECOMUNICACOES LTDA. As Borrower THE GUARANTORS SIGNATORIES HERETO as Guarantors CHINA DEVELOPMENT BANK as Lender CHINA DEVELOPMENT BANK as Administrative Agent and CHINA DEVELOPMENT BANK as Arranger (November 1st, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of October 31, 2017, among (i) NEXTEL TELECOMUNICACOES LTDA., a limited liability company (sociedade limitada) organized and existing under the laws of Brazil (the "Borrower"), (ii) the parties listed in Annex III (in such capacity, the "Guarantors") and (iii) CHINA DEVELOPMENT BANK as arranger (the "Arranger"), administrative agent (in such capacity, the "Administrative Agent") and lender (in such capacity, the "Lender").

Hamilton Beach Brands Holding Co – Third Amendment to Credit Agreement (November 1st, 2017)

THE KITCHEN COLLECTION, LLC, an Ohio limited liability company (as successor by merger to The Kitchen Collection, Inc., a Delaware corporation), for itself and as Lead Borrower (in such capacity, the "Lead Borrower") for the other Borrowers party thereto from time to time (together with the Lead Borrower, individually, a "Borrower," and collectively, the "Borrowers"),

364-Day CREDIT AGREEMENT Dated as of October 25, 2017 Among STARBUCKS CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and Swing Line Lender, WELLS FARGO BANK, N.A., CITIBANK, N.A. And U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCOTIA, and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Co- Documentation Agents, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC., and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arranger (October 30th, 2017)

This 364-DAY CREDIT AGREEMENT (this Agreement) is entered into as of October 25, 2017, among STARBUCKS CORPORATION, a Washington corporation (the Company), 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 Swing Line Lender.