Mayer Brown Sample Contracts

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)
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 the Persons executing this Agreement as "Stockholders" on the signature page hereto (each a "Stockholder" and collectively, the "Stockholders").

Stamps.com – Contract (August 21st, 2018)

Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Contract (August 21st, 2018)
Third Amendment to Loan and Security Agreement (August 17th, 2018)

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of August 15, 2018 (this "Amendment"), is entered into by and among CAC Warehouse Funding LLC V, a Delaware limited liability company (the "Borrower"), Credit Acceptance Corporation, a Michigan corporation ("Credit Acceptance", the "Originator", the "Servicer" or the "Custodian"), Fifth Third Bank, an Ohio banking corporation, as the lender (the "Lender"), as the deal agent (the "Deal Agent") and as the collateral agent (the "Collateral Agent"), and Systems & Services Technologies, Inc., a Delaware corporation, as the backup servicer (the "Backup Servicer"). Reference is hereby made to the Loan and Security Agreement, dated as of September 15, 2014 (the "Original Loan and Security Agreement"), as amended by the First Amendment to Loan and Security Agreement, dated as of June 11, 2015 ("Amendment No. 1") and by the Second Amendment to Loan and Security Agreement, dated as of August 18, 2016 ("Amendment No. 2" and, together w

Global Net Lease, Inc. – UNDERWRITING AGREEMENT 4,000,000 Shares of Common Stock (August 17th, 2018)

Global Net Lease, Inc., a Maryland corporation (the "Company"), and Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally, confirm their agreement with BMO Capital Markets Corp. and UBS Securities LLC, acting as representatives (the "Representatives") of the Underwriters named in Schedule I hereto (the "Underwriters"), with respect to the issue and sale by the Company and the purchase by the Underwriters subject to the terms and conditions stated in this agreement (this "Agreement"), of an aggregate of 4,000,000 shares (the "Firm Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock"). The Company has also agreed to grant to the Underwriters an option to purchase up to an additional 600,000 shares of Common Stock (the "Option Shares"). The Firm Shares and the Option Shares are hereinafter collectively referred to as the "Shares."

Comstock Resources – CREDIT AGREEMENT Dated as of August 14, 2018 Among COMSTOCK RESOURCES, INC., the Lenders That Are From Time to Time Parties Hereto and BANK OF MONTREAL, as Administrative Agent BMO CAPITAL MARKETS CORP., CAPITAL ONE, NATIONAL ASSOCIATION AND FIFTH THIRD BANK, as Joint Lead Arrangers and CAPITAL ONE, NATIONAL ASSOCIATION AND FIFTH THIRD BANK, as Co- Syndication Agents and BANK OF AMERICA, N.A., NATIXIS, and REGIONS BANK as Co-Documentation Agents and BMO CAPITAL MARKETS CORP., as Sole Bookrunner (August 15th, 2018)
U.S. BANCORP UNDERWRITING AGREEMENT STANDARD PROVISIONS (PREFERRED STOCK, WHICH MAY BE REPRESENTED BY DEPOSITARY SHARES) (August 7, 2018) (August 14th, 2018)

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

GWG Holdings, Inc. – Third Amendment to Master Exchange Agreement (August 14th, 2018)

THIS THIRD AMENDMENT is dated as of August 10, 2018 (this "Third Amendment"), and amends in part that certain Master Exchange Agreement, as amended and restated on January 18, 2018 with effect as of January 12, 2018 (the "Agreement"), and further amended by the First Amendment thereto, dated April 30, 2018 (the "First Amendment"), and the Second Amendment thereto, dated June 29, 2018 (the "Second Amendment"), by and among GWG HOLDINGS, INC., a Delaware corporation ("GWG"), GWG LIFE, LLC, a Delaware limited liability company and wholly owned subsidiary of GWG, THE BENEFICIENT COMPANY GROUP, L.P., a Delaware limited partnership, MHT FINANCIAL SPV, LLC, a Delaware limited liability company and wholly owned subsidiary of MHT Financial, L.L.C., and each of the EXCHANGE TRUSTS that is a party to the Agreement (the "Seller Trusts"), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle, as trust advisors to the Seller Trusts. Capitalized terms used but not defined herein sh

Re: Registration Statement on Form S-3 (August 14th, 2018)

We have represented U.S. Bancorp, a Delaware corporation (the Company), in connection with the offering and sale of 23,000,000 depositary shares (the Depositary Shares), representing an aggregate of 23,000 shares (the Preferred Shares) of the Companys Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, with a liquidation preference of $25,000 per share (the Preferred Stock), under the Registration Statement (as defined below), pursuant to the Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented By Depositary Shares) (August 7, 2018) (the Standard Provisions), as incorporated by reference into the Underwriting Agreement, dated August 7, 2018 (collectively, the Underwriting Agreement), between the Company and Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

MESA AIR GROUP, INC. Common Stock UNDERWRITING AGREEMENT (August 14th, 2018)
Morgan Stanley Capital I Trust 2018-H3 – Contract (August 8th, 2018)
MESA AIR GROUP, INC. Common Stock UNDERWRITING AGREEMENT (August 6th, 2018)
UBS Commercial Mortgage Trust 2018-C11 – Contract (August 3rd, 2018)
Bank 2018-Bnk13 – Contract (August 2nd, 2018)
Bank 2018-Bnk13 – Contract (August 2nd, 2018)
Note Purchase Agreement (July 26th, 2018)
SAILFISH ENERGY HOLDINGS Corp – Contract (July 18th, 2018)
Calumet and Hecla Mining Company – FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 16, 2018 Among HECLA MINING COMPANY, HECLA LIMITED, HECLA ALASKA LLC, HECLA GREENS CREEK MINING COMPANY, and HECLA JUNEAU MINING COMPANY, as the Borrowers, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, and THE BANK OF NOVA SCOTIA, as the Administrative Agent for the Lenders, and as Issuing Bank SCOTIABANK, and ING CAPITAL LLC, and CANADIAN IMPERIAL BANK OF COMMERCE, as Co-Lead Arrangers and Co-Bookrunners (July 17th, 2018)

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 16, 2018, among HECLA MINING COMPANY, a Delaware corporation ("HMC" or the "Parent"), HECLA LIMITED, a Delaware corporation ("Hecla Limited"), HECLA ALASKA LLC, a Delaware limited liability company ("Hecla Alaska"), HECLA GREENS CREEK MINING COMPANY (formerly known as Kennecott Greens Creek Mining Company), a Delaware corporation ("Hecla Greens Creek"), HECLA JUNEAU MINING COMPANY (formerly known as Kennecott Juneau Mining Company), a Delaware corporation ("Hecla Juneau", and together with HMC, Hecla Limited, Hecla Alaska and Hecla Greens Creek, the "Borrowers", and each individually a "Borrower"), the various financial institutions and other Persons from time to time parties hereto (the "Lenders"), THE BANK OF NOVA SCOTIA ("Scotiabank"), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, and as letter of credit issuer.

Morgan Stanley Capital I Trust 2018-H3 – Contract (July 12th, 2018)
Fourth Omnibus Amendment (July 12th, 2018)

THIS NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of February 24, 2017, is by and among CONN'S RECEIVABLES WAREHOUSE, LLC, as issuer (the "Issuer"), CONN APPLIANCES RECEIVABLES FUNDING, LLC, as depositor (the "Depositor"), CONN APPLIANCES, INC., as servicer (in such capacity, the "Servicer") and as sponsor (in such capacity, the "Sponsor"), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as primary note purchaser (the "Primary Note Purchaser"), the CONDUITS (as defined below) party hereto from time to time, and CREDIT SUISSE AG, NEW YORK BRANCH, in its capacity as Administrative Agent.