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CREDIT AGREEMENT Dated as of October 6, 2017, Among (October 10th, 2017)

This CREDIT AGREEMENT, dated as of October 6, 2017 (this Agreement), is entered into among W.W. GRAINGER, INC., an Illinois corporation (the Company), certain Subsidiaries of the Company party hereto pursuant to Section 2.13 (each a Designated Borrower and, together with the Company, the Borrowers and, each a Borrower), each lender from time to time a party hereto (collectively, the Lenders and individually, a Lender), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

Potbelly Corp – Settlement Agreement (October 5th, 2017)

This Settlement Agreement (this Agreement) is made by and between Potbelly Corporation (the Company), on the one hand, and Ancora Advisors, LLC (Ancora), Ancora Catalyst Fund LP, Merlin Partners LP and Frederick DiSanto (collectively, the Ancora Parties and individually a Member of the Ancora Parties) on the other hand, on behalf of themselves and their respective Affiliates (as defined below) (the Company and the Ancora Parties together, collectively, the Parties).

Citigroup Commercial Mortgage Trust 2017-P8 – Contract (September 29th, 2017)
Citigroup Commercial Mortgage Trust 2017-P8 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and Citi Real Estate Funding Inc., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2017 Citigroup Commercial Mortgage Trust 2017-P8 Commercial Mortgage Pass- Through Certificates, Series 2017-P8 (September 29th, 2017)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of September 1, 2017, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), and Citi Real Estate Funding Inc., a New York corporation, as seller (the "Seller").

Citigroup Commercial Mortgage Trust 2017-P8 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and Macquarie Us Trading Llc D/B/a Principal Commercial Capital, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2017 Citigroup Commercial Mortgage Trust 2017-P8 Commercial Mortgage Pass-Through Certificates, Series 2017-P8 (September 29th, 2017)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of September 1, 2017, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), and Macquarie US Trading LLC d/b/a Principal Commercial Capital, a Delaware limited liability company, as seller (the "Seller").

Citigroup Commercial Mortgage Trust 2017-P8 – Contract (September 29th, 2017)
Citigroup Commercial Mortgage Trust 2017-P8 – CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., PURCHASER and Citigroup Global Markets Realty Corp., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 1, 2017 Citigroup Commercial Mortgage Trust 2017-P8 Commercial Mortgage Pass-Through Certificates, Series 2017-P8 (September 29th, 2017)

This Mortgage Loan Purchase Agreement ("Agreement"), dated as of September 1, 2017, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the "Purchaser"), and Citigroup Global Markets Realty Corp., a New York corporation, as seller (the "Seller").

Internet Capital Group, Inc. – AGREEMENT AND PLAN OF MERGER Dated as of September 25, 2017 Among ENVESTNET, INC., FCD MERGER SUB, INC., FOLIO DYNAMICS HOLDINGS, INC. And ACTUA USA CORPORATION (As the Representative) (September 25th, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of September 25, 2017 among Envestnet, Inc., a Delaware corporation (Parent), FCD MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Subsidiary), FOLIO DYNAMICS HOLDINGS, INC., a Delaware corporation (the Company), and ACTUA USA CORPORATION, a Delaware corporation, solely in its capacity as the representative of the Stockholders (the Representative).

Envestnet Inc – AGREEMENT AND PLAN OF MERGER Dated as of September 25, 2017 Among ENVESTNET, INC., FCD MERGER SUB, INC., FOLIO DYNAMICS HOLDINGS, INC. And ACTUA USA CORPORATION (As the Representative) (September 25th, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of September 25, 2017 among Envestnet, Inc., a Delaware corporation (Parent), FCD Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Subsidiary), FOLIO DYNAMICS HOLDINGS, INC., a Delaware corporation (the Company), and ACTUA USA CORPORATION, a Delaware corporation, solely in its capacity as the representative of the Stockholders (the Representative).

Wells Fargo Commercial Mortgage Trust 2017-RC1 – Contract (September 22nd, 2017)
AGREEMENT AND PLAN OF MERGER by and Among KURARAY CO., LTD., KURARAY HOLDINGS U.S.A., INC., KJ MERGER SUB, INC. And CALGON CARBON CORPORATION Dated as of SEPTEMBER 21, 2017 (September 21st, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of September 21, 2017, by and among Kuraray Co., Ltd., a company organized under the laws of Japan (Kuraray), Kuraray Holdings U.S.A., Inc., a Delaware corporation (Parent), KJ Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), and Calgon Carbon Corporation, a Delaware corporation (the Company).

Inotek Pharmaceuticals – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among: INOTEK PHARMACEUTICALS CORPORATION, a Delaware Corporation; ROME MERGER SUB, a Cayman Islands Exempted Company; And ROCKET PHARMACEUTICALS, LTD., a Cayman Islands Exempted Company Dated as of September 12, 2017 (September 13th, 2017)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this Agreement) is entered into as of September 12, 2017, among INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation (Parent), ROME MERGER SUB, a Cayman Islands exempted company and wholly owned subsidiary of Parent (Merger Sub), and ROCKET PHARMACEUTICALS, LTD, a Cayman Islands exempted company (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A.

GS Mortgage Securities Trust 2017-GS7 – AMENDED AND RESTATED AGREEMENT AMONG NOTE HOLDERS Dated as of May 15, 2017 by and Among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE BANK 2017-Bnk4, COMMERCIAL MORTGAGE PASS- THROUGH CERTIFICATES, SERIES 2017-Bnk4 (Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-3-1 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-3-2 Holder) One West 34th Street (August 24th, 2017)

This AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS ("Agreement"), dated as of May 15, 2017, by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE BANK 2017-BNK4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-BNK4 (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined below), the "Note A-1 Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (as defined below), the "Initial Note A-2 Holder"), GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-1 (as defined below), the "Initial Note A-3-1 Holder") and GSMC together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-2 (as defined below), the "Initial Note A-3-2 Holder").

GS Mortgage Securities Trust 2017-GS7 – Contract (August 24th, 2017)
Hyundai Auto Receivables Trust 2017-B – RECEIVABLES PURCHASE AGREEMENT Between HYUNDAI CAPITAL AMERICA, as Seller, and Hyundai ABS Funding, LLC, as Depositor Dated as of August 16, 2017 (August 17th, 2017)

RECEIVABLES PURCHASE AGREEMENT dated as of August 16, 2017, (this "Agreement") between HYUNDAI CAPITAL AMERICA, a California corporation, as seller (the "Seller"), and Hyundai ABS Funding, LLC, a Delaware limited liability company, as depositor (the "Depositor").

Hyundai Auto Receivables Trust 2017-B – RECEIVABLES PURCHASE AGREEMENT Between HYUNDAI CAPITAL AMERICA, as Seller, and Hyundai ABS Funding, LLC, as Depositor Dated as of August 16, 2017 (August 11th, 2017)

RECEIVABLES PURCHASE AGREEMENT dated as of August 16, 2017, (this "Agreement") between HYUNDAI CAPITAL AMERICA, a California corporation, as seller (the "Seller"), and Hyundai ABS Funding, LLC, a Delaware limited liability company, as depositor (the "Depositor").

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 7, 2017 Among TEXAS ROADHOUSE, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent JPMORGAN CHASE BANK, N.A., PNC CAPITAL MARKETS LLC and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners (August 10th, 2017)

This AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is entered into as of August 7, 2017, among TEXAS ROADHOUSE, INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), each L/C Issuer from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swing Line Lender.

Archrock Partners, L.P. – ARCHROCK PARTNERS, L.P. 4,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (August 7th, 2017)
Bank 2017-Bnk6 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 8, 2017 by and Between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) Westchester One (July 27th, 2017)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of June 8, 2017 by and between MORGAN STANLEY BANK, N.A. ("MSBNA" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the "Initial Note A-1 Holder" and, in its capacity as the initial agent, the "Initial Agent") and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the "Initial Note A-2 Holder"; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the "Initial Note Holders").

Sparton Corporation – AGREEMENT AND PLAN OF MERGER by and Among ULTRA ELECTRONICS HOLDINGS PLC, ULTRA ELECTRONICS ANEIRA INC. And SPARTON CORPORATION Dated as of July 7, 2017 (July 11th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2017 (this Agreement), is entered into by and among Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (Parent), Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly owned Subsidiary of Parent (Merger Sub) and Sparton Corporation, an Ohio corporation (the Company).

Sparton Corporation – AGREEMENT AND PLAN OF MERGER by and Among ULTRA ELECTRONICS HOLDINGS PLC, ULTRA ELECTRONICS ANEIRA INC. And SPARTON CORPORATION Dated as of July 7, 2017 (July 11th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2017 (this Agreement), is entered into by and among Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (Parent), Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly owned Subsidiary of Parent (Merger Sub) and Sparton Corporation, an Ohio corporation (the Company).

Columbia Property Trust, Inc. – AGREEMENT OF PURCHASE AND SALE OF PARTNERSHIP INTEREST Among COLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, L.P., a Delaware Limited Partnership, as Seller and APKV US PRIVATE REIT LP, a Delaware Limited Partnership, AZ VERS US PRIVATE REIT LP, a Delaware Limited Partnership, ALLIANZ U.S. PRIVATE REIT LP, a Delaware Limited Partnership, and ALLIANZ PRESSE US REIT LP, a Delaware Limited Partnership Collectively, as Purchaser Dated as of July 6, 2017 (July 7th, 2017)

(this "Agreement") is made and entered into this 6th day of July, 2017 (the "Effective Date"), by and among COLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, L.P., a

Columbia Property Trust, Inc. – AGREEMENT OF PURCHASE AND SALE OF PARTNERSHIP INTEREST Among COLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, L.P., a Delaware Limited Partnership, as Seller and APKV US PRIVATE REIT LP, a Delaware Limited Partnership, AZ VERS US PRIVATE REIT LP, a Delaware Limited Partnership, ALLIANZ U.S. PRIVATE REIT LP, a Delaware Limited Partnership, and ALLIANZ PRESSE US REIT LP, a Delaware Limited Partnership Collectively, as Purchaser Dated as of July 6, 2017 (July 7th, 2017)

(this "Agreement") is made and entered into this 6th day of July, 2017 (the "Effective Date"), by and among COLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, L.P., a

Altisource Residential Corporat – LOAN AGREEMENT Dated as of June 29, 2017 Among HOME SFR BORROWER III, LLC, as Borrower, VACA MORADA PARTNERS, LP, as a Lender, MSR II, L.P., as a Lender and AMHERST SFR LENDER, LLC, as Agent (July 6th, 2017)

THIS LOAN AGREEMENT, dated as of June 29, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), is made by and among HOME SFR BORROWER III, LLC, a Delaware limited liability company, having its principal place of business at c/o Altisource Asset Management Corporation, 36C Strand Street, Christiansted, VI 00820 (Borrower), VACA MORADA PARTNERS, LP, a Delaware limited partnership, (a Lender), having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, MSR II, L.P., a Delaware limited partnership, having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, (a Lender and together with Vaca Morada Partners, LP, collectively, the Lender) and AMHERST SFR LENDER, LLC, a Delaware limited liability company, having an address at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, as agent (in such capacity as Agent).

Bank 2017-Bnk5 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 8, 2017 by and Between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) Westchester One (June 29th, 2017)

This AGREEMENT BETWEEN NOTE HOLDERS (this "Agreement"), dated as of June 8, 2017 by and between MORGAN STANLEY BANK, N.A. ("MSBNA" and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the "Initial Note A-1 Holder" and, in its capacity as the initial agent, the "Initial Agent") and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the "Initial Note A-2 Holder"; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the "Initial Note Holders").

Triton International Ltd – NINTH RESTATED AND AMENDED CREDIT AGREEMENT Dated as of April 15, 2016 Among TRITON CONTAINER INTERNATIONAL LIMITED, as the Borrower, Various Lenders, MUFG UNION BANK, N.A., as as Syndication Agent, WELLS FARGO BANK, N.A. AND SUNTRUST BANK, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent and an Issuer MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, SUNTRUST ROBINSON HUMPHREY, INC., MUFG UNION BANK, N.A. AND WELLS FARGO BANK, N.A., Joint Lead Arrangers MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND MUFG UNION BANK, N.A., Joint Book Runners (June 22nd, 2017)

THIS NINTH RESTATED AND AMENDED CREDIT AGREEMENT dated as of April 15, 2016 is among TRITON CONTAINER INTERNATIONAL LIMITED, a Bermuda company (the "Borrower"), each lender from time to time party hereto (each a "Lender" and collectively the "Lenders"), and BANK OF AMERICA, N.A., as administrative agent and an Issuer.

Capitala Finance Corp. – [Form of Amendment No. 1 to Guarantee, Pledge and Security Agreement] Amendment No. 1 to Guarantee, Pledge and Security Agreement (June 21st, 2017)

GUARANTEE, PLEDGE AND SECURITY AGREEMENT, dated as of October 17, 2014 (as amended, supplemented, or otherwise modified from time to time, this "Agreement"), among CAPITALA FINANCE CORP., a corporation duly organized and validly existing under the laws of the State of Maryland (the "Borrower"), and each entity that becomes a "SUBSIDIARY GUARANTOR" after the date hereof pursuant to Section 7.05 hereof (the "Subsidiary Guarantors" and, together with the Borrower, the "Obligors"), ING CAPITAL LLC, as administrative agent for the parties defined as "Lenders" under the Revolving Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Revolving Administrative Agent"), each "Financing Agent" or "Designated Indebtedness Holder" that becomes a party hereto after the date hereof pursuant to Section 6.01 hereof and ING CAPITAL LLC, as collateral agent for the Secured Parties hereinafter referred to (in such capacity, together with its successors i

Capitala Finance Corp. – [Form of Amendment No. 2 to Senior Secured Revolving Credit Agreement] (June 21st, 2017)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of October 17, 2014 (this "Agreement"), among CAPITALA FINANCE CORP., a Maryland corporation (the "Borrower"), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.

KFC HOLDING CO., PIZZA HUT HOLDINGS, LLC, TACO BELL OF AMERICA, LLC, as Issuers, the GUARANTORS Party Hereto AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee $750,000,000 4.75% Senior Notes Due 2027 INDENTURE Dated as of June 15, 2017 (June 16th, 2017)

INDENTURE dated as of June 15, 2017, among KFC Holding Co., a Delaware corporation, Pizza Hut Holdings, LLC, a Delaware limited liability company, and Taco Bell of America, LLC, a Delaware limited liability company, as co-issuers (together, the Issuers and each, with its permitted assigns and successors individually, an Issuer), the Guarantors party hereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee.

Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32 – Contract (June 15th, 2017)
Registration Rights Agreement (June 15th, 2017)

Dr Pepper Snapple Group, Inc., a Delaware corporation (the "Issuer"), proposes to issue and sell to the initial purchasers named in the Purchase Agreement (as defined below) (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated June 5, 2017 (the "Purchase Agreement"), $100,000,000 aggregate principal amount of its 3.430% Senior Notes due 2027 (the "2027 Notes") and $300,000,000 aggregate principal amount of its 4.500% Senior Notes due 2045 (the "2045 Notes" and, together with the 2027 Notes, the "Initial Notes") of which $400,000,000 aggregate principal amount of 2027 Notes were originally issued on December 14, 2016 (CUSIP No. 26138E AX7) (the "Existing 2027 Notes") and $250,000,000 aggregate principal amount of 2045 Notes were originally issued on November 9, 2015 (CUSIP No. 26138E AT6) (the "Existing 2045 Notes" and, together with the Existing 2027 Notes, the "Existing Notes"). The Initial Notes will be unconditionally guaranteed by the en

Biohaven Pharmaceutical Holding Co Ltd. – SECURITIES PURCHASE AGREEMENT BETWEEN KLEO PHARMACEUTICALS, INC. AND BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LIMITED. Dated as of August 29, 2016 (June 14th, 2017)

THIS SECURITIES PURCHASE AGREEMENT (the Agreement) dated as of August 29, 2016 between KLEO PHARMACEUTICALS, INC., a Delaware corporation (the Company), and BIOHAVEN PHARMACEUTICAL HOLDING COMPANY LTD., a corporation duly formed under the laws of the Territory of the British Virgin Islands (Biohaven or the Purchaser).

KFC Holding Co. Pizza Hut Holdings, LLC Taco Bell of America, LLC 4.75% Senior Notes Due 2027 (June 13th, 2017)
UBS Commercial Mortgage Trust 2017-C1 – AMENDED AND RESTATED AGREEMENT AMONG NOTE HOLDERS Dated as of May 15, 2017 by and Among WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE BANK 2017-Bnk4, COMMERCIAL MORTGAGE PASS- THROUGH CERTIFICATES, SERIES 2017-Bnk4 (Note A-1 Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-3-1 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-3-2 Holder) One West 34th Street (June 12th, 2017)

This AMENDED AND RESTATED AGREEMENT BETWEEN NOTE HOLDERS ("Agreement"), dated as of May 15, 2017, by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF THE BANK 2017-BNK4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2017-BNK4 (together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 (as defined below), the "Note A-1 Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 (as defined below), the "Initial Note A-2 Holder"), GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-1 (as defined below), the "Initial Note A-3-1 Holder") and GSMC together with its successors and assigns in interest, in its capacity as initial owner of Note A-3-2 (as defined below), the "Initial Note A-3-2 Holder").

Stock Repurchase Agreement (June 12th, 2017)

THIS STOCK REPURCHASE AGREEMENT (this "Agreement") is entered into as of June 9, 2017 by and between Churchill Downs Incorporated, a Kentucky corporation (the "Company"), and CDI Holdings, LLC, an Illinois limited liability company (the "Selling Stockholder").