Mayer Brown Sample Contracts

Perspecta Inc. – Third Amendment to Master Accounts Receivable Purchase (November 14th, 2018)

This THIRD AMENDMENT to the MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this "Amendment"), is made and entered into as of October 31, 2018 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:

Ally Auto Assets LLC – Contract (November 8th, 2018)
Memorial Production Partners LP – Credit Agreement (November 7th, 2018)

This CREDIT AGREEMENT is entered into as of November 2, 2018 among AMPLIFY ENERGY OPERATING LLC, a Delaware limited liability company (the "Borrower"), AMPLIFY ACQUISITIONCO INC., as Delaware corporation (the "Parent"), each LENDER from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and BANK OF MONTREAL, as Administrative Agent and an L/C Issuer.

Bank 2018-Bnk14 – Contract (October 30th, 2018)
DBGS 2018-C1 Mortgage Trust – SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of October 12, 2018 Between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2018-B6 (Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2-2 Holder) and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2018-B6 (Note A-3-1 Holder) and D (October 30th, 2018)

THIS SECOND AMENDED AND RESTATED CO-LENDER AGREEMENT (the "Agreement"), dated as of October 12, 2018, is between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF BENCHMARK 2018-B6 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2018-B6, as the holder of Note A-1 (together with any subsequent holder of Note A-1, the "Note A-1 Holder") and Note A-3-1 (together with any subsequent holder of Note A-3-1, the "Note A-3-1 Holder"), DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-2-1, Note A-2-2 and Note A-3-2, BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 ("Barclays"), as the holder of Note A-4, and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST

UBS Commercial Mortgage Trust 2018-C13 – Contract (October 26th, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C47 – Contract (October 25th, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C47 – Contract (October 25th, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C47 – Contract (October 25th, 2018)
Morgan Stanley Capital I Trust 2018-L1 – Contract (October 23rd, 2018)
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS (***), HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SHARE PURCHASE AGREEMENT Among the Sellers Identified Herein, and EMERGENT BIOSOLUTIONS INC. And SEAMUS MULLIGAN, as the Sellers Representative and ADAPT PHARMA LIMITED Dated as of August 28, 2018 (October 15th, 2018)

This SHARE PURCHASE AGREEMENT is made as of August 28, 2018, by and among Adapt Pharma Limited, an Irish private company limited by shares (the Company), each Seller identified on Schedule I hereto (each, a Seller and collectively, the Sellers), Seamus Mulligan, an individual (Sellers Representative) and Emergent BioSolutions Inc., a Delaware corporation (Buyer). Certain capitalized terms used herein are defined in Article I.

Benchmark 2018-B6 Mortgage Trust – AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of September 17, 2018 Between DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3-1 Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-3-2 Holder) and BARCLAYS BANK PLC (Note A-4 Holder) and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C46, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES (Note A-5 Holder) (October 9th, 2018)

THIS CO-LENDER AGREEMENT (the "Agreement"), dated as of September 17, 2018, is between DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), a branch of Deutsche Bank AG, a German Bank, having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as the holder of Note A-1, Note A-2, Note A-3-1 and Note A-3-2, BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 ("Barclays"), as the holder of Note A-4, and WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE TRUST 2018-C46, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2018-C46, as the holder of Note A-5 (together with any subsequent holder of Note A-5, the "Note A-5 Holder," and together with DBNY and Barclays, the "Lender").

CREDIT AGREEMENT Among TENNECO INC., TENNECO AUTOMOTIVE OPERATING COMPANY INC., Other Subsidiary Borrowers From Time to Time Parties Hereto, the Several Lenders From Time to Time Parties Hereto, BRANCH BANKING AND TRUST COMPANY, CAPITAL ONE, NATIONAL ASSOCIATION, CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, CITIZENS BANK, N.A., COMMERZBANK AG, NEW YORK BRANCH, FIFTH THIRD BANK, HSBC BANK USA, N.A., KBC BANK N.V., MIZUHO BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION, TD BANK N.A., U.S. BANK NATIONAL ASSOCIATION, ING BANK NV DUBLIN (October 1st, 2018)
Eldorado Resorts, Inc. – Contract (October 1st, 2018)
Bank 2018-Bnk14 – Contract (September 27th, 2018)
Bank 2018-Bnk14 – Contract (September 27th, 2018)
Bank 2018-Bnk14 – Contract (September 27th, 2018)
GSV Growth Credit Fund Inc. – First Amendment to Revolving Loan Agreement (September 26th, 2018)

THIS FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT (this "Amendment") is entered into as of September 24, 2018 between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the "Borrower"), and CIBC BANK USA (the "Bank"). Capitalized terms used and not otherwise defined herein have the meanings assigned thereto in the Loan Agreement referenced below.

GSV Growth Credit Fund Inc. – First Amendment to Demand Loan Agreement (September 26th, 2018)

THIS FIRST AMENDMENT TO DEMAND LOAN AGREEMENT (this "Amendment") is entered into as of September 24, 2018 between RUNWAY GROWTH CREDIT FUND INC., a Maryland corporation (the "Borrower"), and CIBC BANK USA (the "Bank"). Capitalized terms used and not otherwise defined herein have the meanings assigned thereto in the Loan Agreement referenced below.

CREDIT AGREEMENT Dated as of September 20, 2018 Among (September 25th, 2018)

CREDIT AGREEMENT dated as of September 20, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), among DECKERS OUTDOOR CORPORATION, a Delaware corporation, as the Company, DECKERS EUROPE LIMITED, a limited liability company incorporated in England and Wales ("Deckers Europe"), DECKERS UK LTD, a limited liability company incorporated in England and Wales ("Deckers UK"), DECKERS BENELUX B.V., a Netherlands limited liability company having its official seat (statutaire zetel) in The Hague, the Netherlands, registered with the Dutch trade register under number 27354489 ("Deckers Benelux"), DECKERS OUTDOOR CANADA ULC, a British Columbia unlimited liability company ("Deckers Canada"), DECKERS OUTDOOR INTERNATIONAL LIMITED, a Hong Kong limited liability company ("Deckers Hong Kong"), each other DESIGNATED BORROWER party hereto from time to time, the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A. ("JPMCB"), as Administrativ

Synchrony Card Issuance Trust – SYNCHRONYSERIES Class A(2018-1) SYNCHRONY CARD ISSUANCE TRUST SYNCHRONY CARD FUNDING, LLC (Depositor) UNDERWRITING AGREEMENT (September 20th, 2018)
OMNIBUS AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT (THREE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 to JAPAN LOCAL CURRENCY ADDENDUM (September 12th, 2018)

This OMNIBUS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (THREE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 TO JAPAN LOCAL CURRENCY ADDENDUM (this "Amendment"), dated as of September 10, 2018, is entered into by and among:

ARCHER-DANIELS-MIDLAND COMPANY 1.000% Notes Due 2025 Underwriting Agreement (September 12th, 2018)
Caterpillar Financial Services Corp – OMNIBUS AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT (FIVE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 to JAPAN LOCAL CURRENCY ADDENDUM (September 12th, 2018)

This OMNIBUS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (FIVE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 TO JAPAN LOCAL CURRENCY ADDENDUM (this "Amendment"), dated as of September 10, 2018, is entered into by and among:

OMNIBUS AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT (FIVE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 to JAPAN LOCAL CURRENCY ADDENDUM (September 12th, 2018)

This OMNIBUS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (FIVE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 TO JAPAN LOCAL CURRENCY ADDENDUM (this "Amendment"), dated as of September 10, 2018, is entered into by and among:

CREDIT AGREEMENT (2018 364-Day Facility) Dated as of September 6, 2018 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY and CATERPILLAR FINANCE KABUSHIKI KAISHA, as Borrowers (September 12th, 2018)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), Caterpillar International Finance Designated Activity Company, a designated activity company organized under the laws of Ireland ("CIF"), Caterpillar Finance Kabushiki Kaisha, an entity organized under the laws of Japan ("CFKK"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), Citibank, N.A. ("Citibank"), as agent (the "Agent") for the Banks hereunder, Citibank Europe plc, UK Branch (formerly known as Citibank International Limited), as the Local Currency Agent, and MUFG Bank, Ltd., as the Japan Local Currency Agent, agree as follows:

Caterpillar Financial Services Corp – OMNIBUS AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT (THREE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 to JAPAN LOCAL CURRENCY ADDENDUM (September 12th, 2018)

This OMNIBUS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (THREE-YEAR FACILITY), AMENDMENT NO. 2 TO LOCAL CURRENCY ADDENDUM and AMENDMENT NO. 3 TO JAPAN LOCAL CURRENCY ADDENDUM (this "Amendment"), dated as of September 10, 2018, is entered into by and among:

Caterpillar Financial Services Corp – CREDIT AGREEMENT (2018 364-Day Facility) Dated as of September 6, 2018 Among CATERPILLAR INC., CATERPILLAR FINANCIAL SERVICES CORPORATION, CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY and CATERPILLAR FINANCE KABUSHIKI KAISHA, as Borrowers (September 12th, 2018)

Caterpillar Inc., a Delaware corporation ("Caterpillar"), Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC"), Caterpillar International Finance Designated Activity Company, a designated activity company organized under the laws of Ireland ("CIF"), Caterpillar Finance Kabushiki Kaisha, an entity organized under the laws of Japan ("CFKK"), the financial institutions listed on the signature pages hereof and those financial institutions that become "Added Banks" pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the "Banks"), Citibank, N.A. ("Citibank"), as agent (the "Agent") for the Banks hereunder, Citibank Europe plc, UK Branch (formerly known as Citibank International Limited), as the Local Currency Agent, and MUFG Bank, Ltd., as the Japan Local Currency Agent, agree as follows:

UBS Commercial Mortgage Trust 2018-C12 – Contract (August 28th, 2018)
Wells Fargo Commercial Mortgage Trust 2018-C46 – Contract (August 28th, 2018)
Agreement and Plan of Merger (August 22nd, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of August 22, 2018, by and among THE NAVIGATORS GROUP, INC., a Delaware corporation (the "Company"), THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation ("Parent") and RENATO ACQUISITION CO., a Delaware corporation and a direct wholly owned Subsidiary of Parent ("Merger Sub").

Navigators Group, Inc. (The) – Voting Agreement (August 22nd, 2018)
Navigators Group, Inc. (The) – AGREEMENT AND PLAN OF MERGER by and Among THE NAVIGATORS GROUP, INC., THE HARTFORD FINANCIAL SERVICES GROUP, INC., and RENATO ACQUISITION CO. Dated as of August 22, 2018 (August 22nd, 2018)
Voting Agreement (August 22nd, 2018)

THIS VOTING AGREEMENT (this "Agreement"), dated as of August 22, 2018, among The Hartford Financial Services Group, Inc., a Delaware corporation ("Parent"), and Stanley A. Galanski ("Stockholder").

Navigators Group, Inc. (The) – Voting Agreement (August 22nd, 2018)