Louisiana Sample Contracts

Preferred Stock Purchase Agreement Among Firstenergy Corp. And Investors (January 22nd, 2018)

THIS PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 22, 2018, is made by and among FirstEnergy Corp., an Ohio corporation (the "Company"), on the one hand, and Elliott Associates, L.P., a Delaware limited partnership, Elliott International, L.P., a Cayman Islands limited partnership, Elliott International Capital Advisors Inc., a Delaware corporation, and Permian Investments S.a.r.l, a Luxembourg private limited liability company (each, an "Elliott Investor," and together, "Elliott"), and the entities listed on Schedule B attached hereto (each, a "Non-Elliott Investor," and together with Elliott, the "Investors"), on the other hand. The Company and the Investors are referred to herein, individually, as a "Party," and, collectively, as the "Parties." Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof.

Empire Petroleum – Purchase and Sale Agreement (January 22nd, 2018)

THIS PURCHASE AND SALE AGREEMENT, dated January 16, 2018 (this "Agreement"), is by and between WAGON WHEEL ARKLATEX, LCC ("Wagon Wheel"), a Delaware limited liability company and GREEN WHEEL, LLC ("Green Wheel"), a Delaware limited liability company, (Wagon Wheel and Green Wheel are hereafter individually and collectively referred to as "Seller"), and EMPIRE PETROLEUM CORPORATION, a Delaware corporation ("Buyer"). Seller and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Quintana Energy Services Inc. – QUINTANA ENERGY SERVICES INC. (A Delaware Corporation) [*] Shares of Common Stock UNDERWRITING AGREEMENT (January 19th, 2018)

Quintana Energy Services Inc., a Delaware corporation (the Company), and the persons listed in Schedule B hereto (the Selling Stockholders), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and each of the other Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Piper Jaffray & Co. (Piper Jaffray) are acting as representatives (in such capacity, the Representatives), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (Common Stock) set forth in Schedule A hereto and (ii) the grant by the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase

Quintana Energy Services Inc. – Registration Rights Agreement (January 19th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of , 2018, by and among Quintana Energy Services Inc., a Delaware corporation (the Company), Archer Holdco LLC, a Texas limited liability company (Archer Holdco), Geveran Investments Limited, a limited company registered in Cyprus (Fredriksen Investor), and Robertson QES Investment LLC, a Delaware limited liability company (Robertson Investor), Quintana Energy Partners, L.P., a Cayman Islands exempted limited partnership (QEP), Quintana Energy Fund TE, L.P., a Cayman Islands exempted limited partnership (QEF TE) and Quintana Energy Fund FI, L.P., a Cayman Islands exempted limited partnership (QEF FI, and together with QEP and QEF TE, the Quintana Investors, and the Quintana Funds, together with Archer Holdco, the Fredriksen Investor, and the Robertson Investor, the Investors and each individually, an Investor). The Company and the Investors are sometimes referred to herein individually as a Pa

Registration Rights Agreement (January 19th, 2018)

This REGISTRATION RIGHTS AGREEMENT (the "Registration Rights Agreement"), dated as of January 12, 2018, is entered into by and between Oil States International, Inc., a Delaware corporation (the "Company"), and GEODynamics B.V., a Netherlands private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) ("GEODynamics" and, together with the Company, the "Parties").

Liberty Oilfield Services Inc. – 12,731,092 Class a Shares LIBERTY OILFIELD SERVICES INC. CLASS a COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (January 18th, 2018)

Liberty Oilfield Services Inc., a Delaware corporation (the Company), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the Underwriters) an aggregate of 12,731,092 shares of the Companys Class A common stock, par value $0.01 per share, to be issued and sold by the Company (the Firm Shares).

Cactus, Inc. – Class a Common Stock ($0.01 Par Value) Underwriting Agreement (January 12th, 2018)

Cactus, Inc., a corporation organized under the laws of Delaware (the Company), proposes to sell to the several underwriters named in Schedule I hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, [*] shares of Class A common stock, $0.01 par value (Class A Common Stock), of the Company (said shares to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to [*] additional shares of Class A Common Stock solely to cover over-allotments, if any (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). The use of the neuter in this underwriting agreement (this Agreement) shall include the feminine and masculine wherever appropriate.

Vista Proppants & Logistics Inc. – AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT Dated as of November 9, 2017 Among Vista Proppants and Logistics, LLC, as Parent VPROP Operating, LLC, a Delaware Limited Liability Company, as the Borrower, Ares Capital Corporation, as Administrative Agent and the Lenders Party Hereto (January 12th, 2018)

THIS AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of November 9, 2017, is among: Vista Proppants and Logistics, LLC, a Delaware limited liability company (Parent), VPROP Operating, LLC, a Delaware limited liability company (the Borrower); each of the Lenders from time to time party hereto; and Ares Capital Corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).

Vista Proppants & Logistics Inc. – AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and Among PLAINS CAPITAL BANK, as Revolving Lender, ARES CAPITAL CORPORATION, as Term Agent, and THE LOAN PARTIES PARTY HERETO Effective as of November 9, 2017 (January 12th, 2018)

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated, amended and restated, or otherwise modified from time to time pursuant to the terms hereof, this Agreement) dated as of November 9, 2017, is by and among (a) PLAINSCAPITAL BANK, in its capacity as Lender (together with its successors and assigns in such capacity, the Revolving Lender) for the Revolving Secured Parties (as defined below), (b) ARES CAPITAL CORPORATION, in its capacity as administrative agent (together with its successors and assigns in such capacity, the Term Agent) for the Term Secured Parties (as defined below) and (c) each of the Persons which are signatories to this Agreement as a Loan Party (as defined below).

Cactus, Inc. – CREDIT AGREEMENT Dated as of July 31, 2014, Among CACTUS WELLHEAD, LLC, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent (January 12th, 2018)

CREDIT AGREEMENT dated as of July 31, 2014 (this Agreement), among CACTUS WELLHEAD, LLC, a Delaware limited liability company (the Borrower)), the Lenders (such term and each other capitalized term used but not defined in these introductory statements having the meaning given it in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacity, including any successor thereto, the Collateral Agent) for the Lenders.

SEACOR Marine Holdings Inc. – First Amendment to Joint Venture Contribution and Formation Agreement (January 9th, 2018)

This First Amendment (this "Amendment") to the Joint Venture Contribution and Formation Agreement, dated as of August 10, 2017 (as amended, restated or modified from time to time, the "Agreement"), is entered into as of January 8, 2018 by and among SEACOR LB Holdings LLC, a Delaware limited liability company ("SLH"), and Montco Offshore, Inc., a Louisiana corporation ("MOI", and together with SLH, the "Parties"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

US$ 970,000,000 TERM LOAN CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as the Borrower, the LENDERS Referred to Herein, CITIBANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., Each as a Joint Lead Arranger and Joint Bookrunner (January 5th, 2018)

TERM LOAN CREDIT AGREEMENT, dated as of January 2, 2018, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as Holdings, BEACON SALES ACQUISITION, INC., THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO as US Borrowers, BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower, the Parties Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP CAPITAL MARKETS INC., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC. Each as a Joint L (January 5th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule 1.1(h), each as a US Borrower, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this agreement pursuant to the terms hereof, as lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders, and Wells Fargo Bank, National Association, Citigroup Capital Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., each as a Joint Lead Arranger and Joint Bookrunner.

Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017) (January 4th, 2018)
EP ENERGY LLC and EVEREST ACQUISITION FINANCE INC. As Issuers and the Subsidiary Guarantors Party Hereto From Time to Time 9.375% Senior Secured Notes Due 2024 (January 4th, 2018)

INDENTURE, dated as of January 3, 2018, among EP ENERGY LLC, a Delaware limited liability company (together with its successors and assigns, Holdings), EVEREST ACQUISITION FINANCE INC., a Delaware corporation (together with its successors and assigns, the Co-Issuer and, together with Holdings, the Issuers), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the Trustee) and as collateral agent (the Notes Collateral Agent).

Steadfast Apartment REIT, Inc. – GUARANTY MULTISTATE (Revised 10-11-2017) (January 4th, 2018)

THIS GUARANTY ("Guaranty") is entered into to be effective as of December 29, 2017, by STEADFAST APARTMENT REIT, INC., a Maryland corporation ("Guarantor", collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association ("Lender").

Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017) (January 4th, 2018)
Steadfast Apartment REIT, Inc. – GUARANTY MULTISTATE (Revised 10-11-2017) (January 4th, 2018)

THIS GUARANTY ("Guaranty") is entered into to be effective as of December 29, 2017, by STEADFAST APARTMENT REIT, INC., a Maryland corporation ("Guarantor", collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association ("Lender").

Steadfast Apartment REIT, Inc. – GUARANTY MULTISTATE (Revised 10-11-2017) (January 4th, 2018)

THIS GUARANTY ("Guaranty") is entered into to be effective as of December 29, 2017, by STEADFAST APARTMENT REIT, INC., a Maryland corporation ("Guarantor", collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association ("Lender").

Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017) (January 4th, 2018)
Archrock Partners, L.P. – AGREEMENT AND PLAN OF MERGER by and Among ARCHROCK, INC. ARCHROCK GP LLC, ARCHROCK GENERAL PARTNER, L.P. And ARCHROCK PARTNERS, L.P. January 1, 2018 (January 2nd, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 1, 2018 (this Agreement), is entered into by and among Archrock, Inc., a Delaware corporation (Parent), Archrock Partners, L.P., a Delaware limited partnership (the Partnership), Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the General Partner), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the Managing GP). Certain capitalized terms used in this Agreement are defined in Article I.

Exterran Holdings – AGREEMENT AND PLAN OF MERGER by and Among ARCHROCK, INC. ARCHROCK GP LLC, ARCHROCK GENERAL PARTNER, L.P. And ARCHROCK PARTNERS, L.P. January 1, 2018 (January 2nd, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of January 1, 2018 (this Agreement), is entered into by and among Archrock, Inc., a Delaware corporation (Parent), Archrock Partners, L.P., a Delaware limited partnership (the Partnership), Archrock General Partner, L.P., a Delaware limited partnership and the general partner of the Partnership (the General Partner), and Archrock GP LLC, a Delaware limited liability company and the general partner of the General Partner (the Managing GP). Certain capitalized terms used in this Agreement are defined in Article I.

$550,000,000 BRIDGE CREDIT AGREEMENT Dated as of January 2, 2018 Among MOLINA HEALTHCARE, INC., as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC., BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and MORGAN STANLEY SENIOR FUNDING, INC. As Joint Lead Arrangers and Joint Bookrunners (January 2nd, 2018)

THIS BRIDGE CREDIT AGREEMENT (this "Agreement") is made and entered into as of January 2, 2018, by and among MOLINA HEALTHCARE, INC., a Delaware corporation (the "Borrower"), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the "Administrative Agent").

FACILITY LEASE AGREEMENT Dated as of August 24, 2000 Between SHAWVILLE LESSOR GENCO LLC, as Owner Lessor and RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC (Formerly Known as Sithe Pennsylvania Holdings, LLC), as Facility Lessee SHAWVILLE FACILITY CERTAIN OF THE RIGHT, TITLE AND INTEREST OF THE OWNER LESSOR IN AND TO THIS LEASE AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL SECURJTY TO, AND ARE SUBJECT TO a SECURITY INTEREST IN FAVOR OF, BANKERS TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS LEASE INDENTURE TRUSTEE UNDER a LEASE INDENTURE OF TRUST, (December 29th, 2017)
ARMO BioSciences, Inc. – Armo Biosciences, Inc. 2012 Stock Plan Adopted on December 20, 2012 as Amended May 16, 2014 as Amended November 4, 2015 (December 29th, 2017)
FACILITY LEASE AGREEMENT Dated as of August 24, 2000 Between KEYSTONE LESSOR GENCO LLC, as Owner Lessor and RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC (Formerly Known as Sithe Pennsylvania Holdings, LLC), as Facility Lessee KEYSTONE FACILITY CERTAIN OF THE RIGHT, TITLE AND INTEREST OF THE OWNER LESSOR IN AND TO THIS LEASE AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO a SECURITY INTEREST IN FAVOR OF, BANKERS TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS LEASE INDENTURE TRUSTEE UNDER a LEASE INDENTURE OF TRUST, MO (December 29th, 2017)
PHI, Inc. – Fifth Amendment to Second Amended and Restated Loan Agreement (December 29th, 2017)

This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (the Fifth Amendment), is dated and effective as of December 29, 2017 (the Effective Date), and is by and among Whitney Bank, a Mississippi state chartered bank, (hereinafter Bank), PHI, Inc., (hereinafter referred to as PHI), PHI Air Medical, L.L.C. and, PHI Tech Services, Inc., (individually, collectively and interchangeably, the Subsidiary Guarantors, with PHI and the Subsidiary Guarantors individually, collectively and interchangeably referred to as the Obligor).

AMENDED AND RESTATED PROMISSORY NOTE $961,550,000.00 Houston, Texas FOR VALUE RECEIVED, RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC, a Delaware Limited Liability Company ("Facility Lessee"), Whose Address Is 1111 Louisiana, Houston, Texas 77002, Hereby Promises to Pay to RELIANT ENERGY NORTHEAST HOLDINGS, INC., a Delaware Corporation ("Lender"), Whose Address Is 1111 Louisiana, Houston, Texas 77002, Nine Hundred Sixty-One Million Five Hundred Fifty Thousand and No/100 Dollars ($961,550,000.00), on January 1, 2029 (The "Maturity Date"), Together With Accrued and Unpaid Interest Thereon From (December 29th, 2017)
Viking Investments Group Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN BLACK RHINO, LP AS SELLER, AND VIKING ENERGY GROUP, INC. AS PURCHASER Effective November 1, 2017 Page (December 29th, 2017)

This Membership Interest Purchase Agreement (the "Agreement"), is executed on November 10, 2017 ("Execution Date") by and between Black Rhino, LP, a Delaware limited partnership ("Seller") and Viking Energy Group, Inc., a Nevada corporation, ("Purchaser"). Purchaser and Seller may each be referred to herein as a "Party", and collectively as the "Parties". Capitalized terms used herein shall have the meanings ascribed to them in this Agreement as such terms are identified and/or defined in Article 11 hereof.

Viking Investments Group Inc – TERM LOAN AGREEMENT Among PETRODOME AROUND THE HORN, LLC, PETRODOME BAYOU CHOCTAW, LLC, PETRODOME BLOOMINGTON, LLC, PETRODOME BUCKEYE, LLC, PETRODOME DIETZEL, LLC, PETRODOME EAST CREOLE, LLC, PETRODOME EC, LLC, PETRODOME ENERGY, LLC, PETRODOME LIBERTY, LLC, PETRODOME LONE STAR, LLC, PETRODOME LOUISIANA PIPELINE, LLC, PETRODOME MAURICE, LLC, PETRODOME NAPOLEONVILLE, LLC, PETRODOME OPERATING, LLC, PETRODOME PHEASANT BLESSING, LLC, PETRODOME PINEVILLE, LLC, PETRODOME PINTAIL, LLC, PETRODOME QUAIL RIDGE, LLC, PETRODOME RIO RANCH, LLC, PETRODOME ST. GABRIEL II, LLC, PETRODOME THUNDERBOLT, LLC, and (December 29th, 2017)

This TERM LOAN AGREEMENT is made and entered into effective December 22, 2017, by and among PETRODOME AROUND THE HORN, LLC ("Horn"), a Louisiana limited liability company, PETRODOME BAYOU CHOCTAW, LLC ("Choctaw"), a Louisiana limited liability company, PETRODOME BLOOMINGTON, LLC ("Bloomington"), a Texas limited liability company, PETRODOME BUCKEYE, LLC ("Buckeye"), a Texas limited liability company, PETRODOME DIETZEL, LLC ("Dietzel"), a Texas limited liability company, PETRODOME EAST CREOLE, LLC ("East Creole"), a Louisiana limited liability company, PETRODOME EC, LLC ("EC"), a Texas limited liability company, PETRODOME ENERGY, LLC ("Petrodome Energy"), a Texas limited liability company, PETRODOME LIBERTY, LLC ("Liberty"), a Texas limited liability company, PETRODOME LONE STAR, LLC ("Lone Star"), a Texas limited liability company, PETRODOME LOUISIANA PIPELINE, LLC ("Pipeline"), a Texas limited liability company, PETRODOME MAURICE, LLC ("Maurice"), a Texas limited liability company, PET

FACILITY LEASE AGREEMENT Dated as of August 24, 2000 Between CONEMAUGH LESSOR GENCO LLC, as Owner Lessor and RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC (Formerly Known as Sithe Pennsylvania Holdings, LLC}, as Facility Lessee CONEMAUGH FACILITY CERTAIN OF THE RIGHT, TITLE AND INTEREST OF THE OWNER LESSOR IN AND TO THIS LEASE AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEENASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO a SECURITY INTEREST IN FAVOR OF, BANKERS TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS LEASE INDENTURE TRUSTEE UNDER a LEASE INDENTURE OF TRUST, M (December 29th, 2017)
Registration Rights Agreement (December 27th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated December 27, 2017 (this "Agreement") is entered into by and among Churchill Downs Incorporated, a Kentucky corporation (the "Company"), the guarantors listed on Schedule 1 hereto (the "Initial Guarantors"), and J.P. Morgan Securities LLC ("J.P. Morgan"), as representative of the several Initial Purchasers listed on Schedule 1 of the Purchase Agreement (as defined below) (the "Initial Purchasers").

H&E Equipment Services – FIFTH AMENDED AND RESTATED CREDIT AGREEMENT by and Among WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent, WELLS FARGO CAPITAL FINANCE, LLC, BANK OF AMERICA, N.A., J.P. MORGAN CHASE BANK, N.A., and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers, WELLS FARGO CAPITAL FINANCE, LLC, BANK OF AMERICA, N.A., J.P. MORGAN CHASE BANK, N.A., and DEUTSCHE BANK SECURITIES INC., as Joint Book Runners, BANK OF AMERICA, N.A., and J.P. MORGAN CHASE BANK, N.A., as Co-Syndication Agents, DEUTSCHE BANK SECURITIES INC., as Documentation Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, H& (December 27th, 2017)
Patterson-UTI – Employment Agreement (December 27th, 2017)

THIS EMPLOYMENT AGREEMENT (this Agreement) is entered into as of December 31, 2017 (the Effective Date), between Patterson-UTI Energy, Inc., a Delaware corporation (the Company), and John E. Vollmer III (Executive).

CREDIT AGREEMENT Dated as of December 27, 2017, Among CHURCHILL DOWNS INCORPORATED, as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, THE L/C LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent, and JPMORGAN CHASE BANK, N.A., FIFTH THIRD BANK, PNC CAPITAL MARKETS LLC, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO SECURITIES, LLC, as Lead Arrangers and Bookrunners PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co- Syndication Agents FIFTH THIRD BANK and WELLS FARGO SECURITIES, LLC, (December 27th, 2017)

CREDIT AGREEMENT, dated as of December 27, 2017 (this "Agreement"), among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation ("Borrower"); the SUBSIDIARY GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; the L/C LENDERS party hereto; PNC BANK, NATIONAL ASSOCIATION, as swingline lender (in such capacity, together with its successors in such capacity, "Swingline Lender"); JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, "Administrative Agent"); and JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, together with its successors in such capacity, "Collateral Agent").