Maine Sample Contracts

Bacterin Intl Hldgs – RESTRUCTURING AND EXCHANGE AGREEMENT BY AND AMONG XTANT MEDICAL HOLDINGS, INC., ORBIMED ROYALTY OPPORTUNITIES II, LP, ROS ACQUISITION OFFSHORE LP, AND THE CONSENTING NOTEHOLDERS PARTIES HERETO Dated as of January 11, 2018 (January 12th, 2018)

This RESTRUCTURING AND EXCHANGE AGREEMENT, dated as of January 11, 2018 (this "Agreement"), by and among: (i) Xtant Medical Holdings, Inc. (the "Company"); (ii) OrbiMed Royalty Opportunities II, LP ("OrbiMed") and ROS Acquisition Offshore LP ("ROS" and, together with OrbiMed, the "Investors"); and (iii) the undersigned holders of Convertible Notes (as defined below) of the Company (each such holder, solely in its capacity as such a holder, a "Consenting Noteholder" and collectively the "Consenting Noteholders"). Each of the Company, the Investors and the Consenting Noteholders may hereinafter be referred to as a "Party" and collectively as the "Parties". Capitalized terms that are used and are not otherwise defined herein have the meanings given to them in Section 1.1.

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.

$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").

Cco Holdings Llc – (A) This Restatement Agreement Shall Be Construed and Interpreted in Accordance With and Governed by the Law of the State of New York. (B) Each Party Hereto Hereby Irrevocably and Unconditionally Waives Trial by Jury in Any Legal Action or Proceeding Relating to This Restatement Agreement and for Any Counterclaim Herein. (December 28th, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and restated as of December 21, 2017, among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the Borrower), CCO HOLDINGS, LLC, a Delaware limited liability company (Holdings), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor, the Administrative Agent).

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").

Helicon Group Lp – Eighth Supplemental Indenture (December 22nd, 2017)

EIGHTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of December 21, 2017 among Charter Communications Operating, LLC, a Delaware limited liability company (CCO), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the Issuers), CCO Holdings, LLC, a Delaware limited liability company (the Parent Guarantor), and the subsidiary guarantors named on Schedule I hereto (collectively with the Parent Guarantor, the Guarantors) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee) and collateral agent (the Collateral Agent) under the Indenture referred to below.

Mohegan Tribal Gaming Authority – Employment Agreement (December 22nd, 2017)

This EMPLOYMENT AGREEMENT (the "Agreement") dated as of the 25th day of July, 2016 and made effective as of the 1st day of October, 2016 (the "Effective Date"), by and between the MOHEGAN TRIBAL GAMING AUTHORITY (the "Authority", or the "Employer"), an instrumentality of THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT (the "Tribe"), a sovereign Indian nation, having an address of One Mohegan Sun Boulevard, Uncasville, Connecticut 06382, and ROBER C. RUBENSTEIN, residing at 125 Stonewood Court, Las Vegas, Nevada 89107 ("Executive").

CREDIT AGREEMENT Among CALPINE CONSTRUCTION FINANCE COMPANY, L.P., as Borrower and THE LENDERS PARTY HERETO, And (December 18th, 2017)

THIS CREDIT AGREEMENT, dated as of December 15, 2017, among CALPINE CONSTRUCTION FINANCE COMPANY, L.P., a Delaware limited partnership (the "Borrower"), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity and including any successors in such capacity, the "Administrative Agent") and as collateral agent (in such capacity and including any successors in such capacity, the "Collateral Agent" and together with the Administrative Agent, the "Agents"), SUMITOMO MITSUI BANKING CORPORATION and ING CAPITAL LLC (collectively, the "Co-Managers") and each of the financial institutions from time to time party hereto (collectively, the "Lenders").

Windstream Services, Llc – Windstream Services, LLC Windstream Finance Corp. 8.75% SENIOR NOTES DUE 2024 Indenture Dated as of December 13, 2017 U.S. Bank National Association, as Trustee (December 18th, 2017)

INDENTURE dated as of December 13, 2017 among Windstream Services, LLC, a Delaware limited liability company, Windstream Finance Corp., a Delaware corporation, the Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee.

Coca-Cola Plaza Atlanta, Georgia (December 8th, 2017)

We thank you very much for all of your contributions to the Coca-Cola system. This letter outlines the terms of your separation. All applicable elements of your separation package will be paid under the terms of the relevant policies and plans of The Coca-Cola Company (the "Company").

Fogo de Chao, Inc. – Fogo De Chao, Inc. 2015 Omnibus Incentive Plan NOTICE OF RESTRICTED STOCK AWARD 2017 GrantPerformance Vesting (December 7th, 2017)

You have been granted a restricted stock award (this Award or Restricted Stock) on the following terms and subject to the provisions of Attachment A and the Fogo de Chao, Inc. 2015 Omnibus Incentive Plan (the Plan). Unless defined in this award agreement (including Attachment A and Exhibit A therein, this Agreement), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

CREDIT AGREEMENT Dated as of December 6, 2017 Among SERVICE CORPORATION INTERNATIONAL, as Borrower, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents and BBVA COMPASS, THE BANK OF NOVA SCOTIA, FIFTH THIRD BANK, U.S. BANK NATIONAL ASSOCIATION and REGIONS BANK, as Co-Documentation Agents JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC and SUNTRUST ROBINSON HUMPHREY, INC., as Joint Bookrunners and Joint Lea (December 7th, 2017)

THIS CREDIT AGREEMENT (this Agreement), dated as of December 6, 2017, is entered into among Service Corporation International, a Texas corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., Wells Fargo Bank, National Association and SunTrust Bank, as Co-Syndication Agents and BBVA Compass, The Bank of Nova Scotia, Fifth Third Bank, U.S. Bank National Association and Regions Bank, as Co-Documentation Agents.

Second Amendment to Credit Agreement (December 4th, 2017)

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders are willing to lend and the L/C Issuer is willing to issue Letters of Credit, in each case on the terms and conditions set forth herein.

Third Amendment to Credit Agreement (December 4th, 2017)

This CREDIT AGREEMENT (this Agreement), dated as of April 15, 2016, as amended as of the First Amendment Effective Date, as further amended as of the Second Amendment Effective Date and as further amended as of the Third Amendment Effective Date, among ON Semiconductor Corporation, a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), Deutsche Bank AG, New York Branch (DBNY), as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the Administrative Agent), DBNY, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the Collateral Agent) and DBNY and Bank of America, N.A. (BoA), as Issuing Lenders.

Seventh Amendment to Loan and Security Agreement (November 29th, 2017)

This Seventh Amendment to Loan and Security Agreement (the Amendment) is entered into as of February 6, 2017, by and among Fifth Third Bank, an Ohio banking corporation (the Bank) and Meridian Bioscience, Inc., an Ohio corporation (Parent or Agent), Meridian Bioscience Corporation, an Ohio corporation (Corp.), Omega Technologies, Inc., an Ohio corporation (Omega), Meridian Life Science, Inc., a Maine corporation (MLS) and Bioline USA, Inc., a Massachusetts corporation (Bio) (collectively, the Borrowers and individually a Borrower).

Eighth Amendment to Loan and Security Agreement (November 29th, 2017)

This Eighth Amendment to the Loan and Security Agreement (the Amendment) is entered into as of July 20, 2017, by and among Fifth Third Bank, an Ohio banking corporation (the Bank) and Meridian Bioscience, Inc., an Ohio corporation (Parent or Agent), Meridian Bioscience Corporation, an Ohio corporation (Corp.), Omega Technologies, Inc., an Ohio corporation (Omega), Meridian Life Science, Inc., a Maine corporation (MLS) and Bioline USA, Inc., a Massachusetts corporation (Bio) (collectively, the Borrowers and individually a Borrower).

Avangrid, Inc. – First Supplemental Indenture (November 21st, 2017)

FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of November 21, 2017, between Avangrid, Inc., a New York corporation (the Company), and The Bank of New York Mellon, a corporation organized under the laws of the State of New York authorized to conduct a banking business, as Trustee (the Trustee).

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;

Terra Income Fund 6, Inc. – TERRA CAPITAL MARKETS, LLC SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT September 30, 2017 (November 20th, 2017)
Dcp Midstream Partners Lp – DCP MIDSTREAM, LP 500,000 7.375% Series a Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (November 16th, 2017)
ONE HUNDRED THIRTIETH SUPPLEMENTAL INDENTURE Providing Among Other Things for FIRST MORTGAGE BONDS, $60,000,000 3.18% First Mortgage Bonds Due 2032 $210,000,000 3.52% First Mortgage Bonds Due 2037 $30,000,000 3.86% First Mortgage Bonds Due 2052 Dated as of November 15, 2017 (November 15th, 2017)

All other real property of the Company and all interests therein, of every nature and description (except any in the Indenture expressly excepted) wherever located, in the State of Michigan, acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture. Such real property includes but is not limited to the following described property, such property is subject to any interests that were excepted or reserved in the conveyance to the Company:

Blackstone Real Estate Income Trust, Inc. – Distribution Reinvestment Plan (November 13th, 2017)

This Distribution Reinvestment Plan (the "Plan") is adopted by Blackstone Real Estate Income Trust, Inc. (the "Company") pursuant to its Articles of Amendment and Restatement (as amended, restated or otherwise modified from time to time, the "Charter"). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.

Prosper Funding LLC – Contract (November 13th, 2017)
Windstream Services, Llc – Contract (November 13th, 2017)
Prosper Funding LLC – Contract (November 13th, 2017)
Eighth Amendment to Second Amended and Restated Loan and Security Agreement and Amendment to Amended and Restated Collateral Pledge Agreement (November 9th, 2017)

This Eighth Amendment to Second Amended and Restated Loan and Security Agreement and Amendment to Amended and Restated Collateral Pledge Agreement, dated as of November 6, 2017 (the "Amendment"), by and among RCM Technologies, Inc. and all of its subsidiaries (collectively, the "Borrowers"), Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, in its capacity as administrative agent and arranger (the "Agent"), and Citizens Bank of Pennsylvania, as lender (the "Lender").

Connecticut Water Service, Inc. – Amendment to Purchase and Sale Agreement (November 8th, 2017)

THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of the 16th day of March, 2016, by and between THE MAINE WATER COMPANY, a Maine business corporation ("Seller"), and COASTAL MOUNTAINS LAND TRUST, a Maine nonprofit corporation ("Buyer").

Transition Agreement and General Release of Lawrence Pernosky (November 8th, 2017)

This Transition Agreement and General Release (this Agreement) is effective as of September 6, 2017 (the Effective Date), by and between Amedisys, Inc. (the Company) and Lawrence Pernosky (the Executive).

Fogo de Chao, Inc. – Fogo De Chao, Inc. 2015 Omnibus Incentive Plan NOTICE OF RESTRICTED STOCK AWARD (November 8th, 2017)

You have been granted a restricted stock award (this "Award" or "Restricted Stock") on the following terms and subject to the provisions of Attachment A and the Fogo de Chao, Inc. 2015 Omnibus Incentive Plan (the "Plan"). Unless defined in this award agreement (including Attachment A and Exhibit A therein, this "Agreement"), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

Amendment No. 1 (November 3rd, 2017)

THIS AMENDMENT NO. 1 (this "Amendment"), entered into on, and effective as of November 2, 2017 (the "Effective Date"), is made by and among SPARK HOLDCO, LLC ("HoldCo"), a Delaware limited liability company, SPARK ENERGY, LLC ("Spark"), a Texas limited liability company, SPARK ENERGY GAS, LLC ("SEG"), a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation ("CenStar"), CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company ("Censtar Opco"), OASIS POWER, LLC, a Texas limited liability company ("Oasis"), OASIS POWER HOLDINGS, LLC, a Texas limited liability company ("Oasis Holdings"), ELECTRICITY MAINE, LLC, a Maine limited liability company ("Maine"), ELECTRICITY N.H., LLC, a Maine limited liability company ("NH"), PROVIDER POWER MASS, LLC, a Maine limited liability company ("Mass"), MAJOR ENERGY SERVICES LLC, a New York limited liability company ("Major"), MAJOR ENERGY ELECTRIC SERVICES LLC, a New York limited liability company ("Electric"), RESPOND PO

Glenbrook Life and Annuity Company a Stock Company Headquarters: 3100 Sanders Road, Northbrook, Illinois 60062-7154 Flexible Premium Deferred Variable Annuity Contract (November 3rd, 2017)

This Contract is issued to the Owner in consideration of the initial purchase payment. Glenbrook Life and Annuity Company will pay the benefits of this Contract, subject to its terms and conditions.

Form of Contract for the Glenbrook Provider Ultra Variable Annuity Contract (November 3rd, 2017)

This Certificate is issued to customers of participating financial services corporations according to the terms of Master Policy number 64900061 issued by Glenbrook Life and Annuity Company to the Trustee of the Financial Services Group Insurance Trust. The Trustee of the Financial Services Group Insurance Trust is called the Master Policyholder. This Certificate is issued in the state of Illinois and is governed by Illinois law.

PROMISSORY NOTE (Working Line) (November 2nd, 2017)

This Note is subject to those terms and conditions set forth in that certain Credit Facility, Loan and Security Agreement between Borrowers and Bank dated December 22, 2015, as restated by that certain Restated Credit Facility, Loan and Security Agreement between Borrowers and Bank dated October 27, 2017 (the "Loan Agreement").

RESTATED CREDIT FACILITY, LOAN AND SECURITY AGREEMENT by and Between: PEAK RESORTS, INC., HIDDEN VALLEY GOLF AND SKI INC., PAOLI PEAKS, INC., SNOW CREEK, INC., L.B.O. HOLDING, INC., and SNH DEVELOPMENT, INC. Collectively, as Borrowers, and ROYAL BANKS OF MISSOURI, a Missouri Banking Corporation as Lender DATED AS OF OCTOBER 27, 2017 (November 2nd, 2017)