Miller, Canfield, Paddock and Stone Sample Contracts

Twentieth Amendment to Receivables Purchase Agreement (November 7th, 2017)

This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of August 7, 2008, among TRIUMPH RECEIVABLES, LLC, a Delaware limited liability company, as seller (the "Seller"), TRIUMPH GROUP, INC., a Delaware corporation ("Triumph"), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the "Servicer"), THE VARIOUS PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Purchaser Group (in such capacity, the "Administrator").

City Office REIT, Inc. – Form of Agreement of Purchase and Sale and Joint Escrow Instructions Summary and Definition of Basic Terms (August 4th, 2017)

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows, and hereby instruct Escrow Holder as follows.

Nine Energy Service, Inc. – Agreement and Amendment No. 4 to Credit Agreement (May 19th, 2017)

This Credit Agreement dated as of May 2, 2014 (this Agreement) is among Beckman Production Services, Inc., a Delaware corporation (the Borrower), the Lenders (as defined below), and Wells Fargo Bank, National Association, as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swingline Lender (as defined below).

Nine Energy Service, Inc. – Agreement and Amendment No. 5 to Credit Agreement (May 19th, 2017)

This Credit Agreement dated as of May 2, 2014 (this Agreement) is among Beckman Production Services, Inc., a Delaware corporation (the Borrower), the Lenders (as defined below), and Wells Fargo Bank, National Association, as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swingline Lender (as defined below).

Nine Energy Service, Inc. – CREDIT AGREEMENT Dated as of May 2, 2014 Among BECKMAN PRODUCTION SERVICES, INC., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, (May 19th, 2017)

This Credit Agreement dated as of May 2, 2014 (this Agreement) is among Beckman Production Services, Inc., a Delaware corporation (the Borrower), the Lenders (as defined below), and Wells Fargo Bank, National Association, as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swingline Lender (as defined below).

Nine Energy Service, Inc. – Agreement and Amendment No. 5 to Credit Agreement (March 27th, 2017)

This Credit Agreement dated as of May 2, 2014 (this Agreement) is among Beckman Production Services, Inc., a Delaware corporation (the Borrower), the Lenders (as defined below), and Wells Fargo Bank, National Association, as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swingline Lender (as defined below).

Nine Energy Service, Inc. – Agreement and Amendment No. 4 to Credit Agreement (March 27th, 2017)

This Credit Agreement dated as of May 2, 2014 (this Agreement) is among Beckman Production Services, Inc., a Delaware corporation (the Borrower), the Lenders (as defined below), and Wells Fargo Bank, National Association, as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swingline Lender (as defined below).

Nine Energy Service, Inc. – CREDIT AGREEMENT Dated as of May 2, 2014 Among BECKMAN PRODUCTION SERVICES, INC., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, (March 27th, 2017)

This Credit Agreement dated as of May 2, 2014 (this Agreement) is among Beckman Production Services, Inc., a Delaware corporation (the Borrower), the Lenders (as defined below), and Wells Fargo Bank, National Association, as Administrative Agent (as defined below) for the Lenders, as Issuing Lender (as defined below) and as Swingline Lender (as defined below).

City Office REIT, Inc. – Purchase Agreement (November 7th, 2016)

THIS PURCHASE AGREEMENT (this Agreement) is made as of September 29, 2016 the Effective Date), by and between SCCP Boise, Limited Partnership, a Delaware limited partnership (Seller), and St. Lukes Health System, Ltd., an Idaho nonprofit corporation (Purchaser).

City Office REIT, Inc. – Guaranty of Recourse Carveouts (September 9th, 2016)

THIS GUARANTY OF RECOURSE CARVEOUTS (this Guaranty) is made as of September 2, 2016, by CITY OFFICE REIT OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (Guarantor), in favor of BANKUNITED, N.A., national banking association, having an office at 7815 NW 148th Street, Miami Lakes, Florida 33016 (the Bank).

City Office REIT, Inc. – Loan Agreement (September 9th, 2016)

THIS LOAN AGREEMENT dated as of September 2, 2016 (as modified from time to time, this Agreement), by and between CIO RESEARCH COMMONS, LLC, a Delaware limited liability company, CIO TECHNOLOGY POINT I & II, LLC, a Delaware limited liability company, and CIO UNIVERSITY TECH, LLC, a Delaware limited liability company (each and collectively, with joint and several liability, Borrower) and BANKUNITED, N.A., national banking association (Bank).

Amscan Holdings Inc – TERM LOAN CREDIT AGREEMENT Dated as of December 2, 2010 Among AAH HOLDINGS CORPORATION, AMSCAN HOLDINGS, INC, THE SUBSIDIARIES OF AMSCAN HOLDINGS, INC. FROM TIME TO TIME PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS LENDING PARTNERS LLC as Joint Lead Arrangers CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS LENDING PARTNERS LLC, BARCLAYS CAPITAL, DEUTSCHE BANK SECURITIES INC. And WELLS FARGO SECURITIES, LLC as Joint Bookrunners GOLDMAN SACHS LENDING (April 13th, 2011)

TERM LOAN CREDIT AGREEMENT dated as of December 2, 2010 (this Agreement), among AMSCAN HOLDINGS, INC., a Delaware corporation (the Borrower), AAH HOLDINGS CORPORATION, a Delaware corporation (Holdings), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article 1), and CREDIT SUISSE AG, as administrative agent (in such capacity, the Administrative Agent) and collateral agent (in such capacity, the Collateral Agent) for the Lenders hereunder.

Twelfth Amendment to Revolving Credit Agreement (July 6th, 2010)

This Twelfth Amendment to Revolving Credit Agreement ("Amendment") is made as of June 30, 2010 ("Effective Date") among WCA WASTE CORPORATION, a Delaware corporation ("Borrower") COMERICA BANK, a Texas banking association ("Comerica"), in its capacity as Administrative Agent or Agent under the Credit Agreement, as defined below (in such capacity, "Agent"), and in its capacity as Co-Lead Arranger, Joint Book Runner, and a Lender under the Credit Agreement, COMPASS BANK, in its capacity as Co-Lead Arranger, Documentation Agent, Joint Book Runner, and a Lender under the Credit Agreement, REGIONS BANK, in its capacity as Syndication Agent, and a Lender under the Credit Agreement, and the "Lenders" from time to time party thereto (the "Lenders").

AGREEMENT OF PURCHASE AND SALE by and Between CMS ENTERPRISES COMPANY and CMS ENERGY INVESTMENT LLC, Collectively as Seller, and LUCID ENERGY, L.L.C. And MICHIGAN PIPELINE AND PROCESSING, LLC, Collectively as Buyer, Dated as of March 12, 2007 (October 30th, 2009)

This AGREEMENT OF PURCHASE AND SALE, dated as of March 12, 2007, is made and entered into by and between CMS Enterprises Company, a Michigan corporation, and CMS Energy Investment LLC, a Delaware limited liability company (collectively the Seller), and Lucid Energy, L.L.C., a Michigan limited liability company (Lucid), and Michigan Pipeline and Processing, LLC, a Michigan limited liability company ( collectively the Buyer).

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 30, 2007 Among CONSUMERS ENERGY COMPANY, as the Borrower, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as the Banks, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS BANK PLC, as Syndication Agent, and CITIBANK, N.A., UNION BANK OF CALIFORNIA, N.A. And WACHOVIA BANK, N.A., as Co-Documentation Agents J.P. MORGAN SECURITIES INC. And BARCLAYS CAPITAL Co-Lead Arrangers and Joint Book Runners (October 30th, 2009)

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:

Contract (October 30th, 2009)
PURCHASE AND SALE AGREEMENT Among Meritor Brazil Holdings, LLC, Arvin Finance, LLC, ArvinMeritor De Mexico, S.A. De C.V., Meritor LVS Holdings Mexico, LLC, ArvinMeritor Commercial Vehicle Systems De Mexico, S.A. De C.V., Meritor Heavy Vehicle Systems (Mexico), Inc., and ArvinMeritor OE, LLC, SELLERS; ArvinMeritor Do Brasil Sistemas Automotivos Ltda. AS GUARANTOR and Iochpe Maxion S.A., Delancre S.A. De C.V., and Maxion Structural Components USA, Inc. BUYERS Dated as of August 4th , 2009 _____________________________ (August 7th, 2009)

Pre-Closing Mexico Employee Transfer Transaction and Pre-Closing Mexico Employee Transfer Agreements and Instruments

Credit Agreement (June 26th, 2009)

THIS LETTER OF CREDIT AGREEMENT dated as of June 22, 2009 (this Agreement) is entered into between DOMINOS PIZZA LLC., a Michigan limited liability company (the Company), and BARCLAYS BANK PLC (Barclays).

RECEIVABLES PURCHASE AGREEMENT Dated as of August 7, 2008 Among TRIUMPH RECEIVABLES, LLC, as Seller TRIUMPH GROUP, INC., as Servicer THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrator (August 12th, 2008)

This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of August 7, 2008, among TRIUMPH RECEIVABLES, LLC, a Delaware limited liability company, as seller (the Seller), TRIUMPH GROUP, INC., a Delaware corporation (Triumph), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the Servicer), THE VARIOUS PURCHASERS AND PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO, and PNC BANK, NATIONAL ASSOCIATION, as Administrator for each Purchaser Group (in such capacity, the Administrator).

ASSET PURCHASE AGREEMENT Between RITE AID OF OHIO, INC. And SEAWAY FOOD TOWN, INC. Dated as Of: March 31, 2008 (May 30th, 2008)

Asset Purchase Agreement (this "Agreement") made as of this 31st day of March, 2008, by and between Seaway Food Town, Inc., a Michigan corporation (hereafter "Seller"), and Rite Aid of Ohio, Inc., an Ohio corporation (hereafter "Buyer"). This Agreement is also joined in by Spartan Properties Management, Inc., an Ohio corporation (solely for the purposes of entering into the New Leases (defined below) with Buyer), Spartan Stores, Inc., a Michigan corporation (solely for the purpose of binding itself to the provisions of Section 11.05), Rite Aid Corporation, a Delaware corporation (solely for the purpose of guaranteeing the obligations of Buyer under the New Leases (defined below) at the Effective Time for such Stores), and The Pharm of Michigan, Inc., a Michigan corporation (solely for the purpose of assigning the Marks (defined below) to Buyer). Buyer and Seller are sometimes referred to jointly herein as the "parties" or individually as a "party."

Mackinac Financial Corporation – MACKINAC FINANCIAL CORPORATION 401(K) PLAN Established as of January 1, 1994 Amended and Restated as of May 1, 2008 Copyright 2002-2008 Miller, Canfield, Paddock and Stone, P.L.C. All Rights Reserved. (April 18th, 2008)
Contract (December 13th, 2007)

PAGE ---- ARTICLE 1 SECTION 351 TRANSACTIONS WITH AUTO SPECIALTY .................. 2 1.1 Von Weise Contribution and Sale to Auto Specialty .............. 2 1.2 Consideration to Von Weise ..................................... 2 1.3 Purchaser One Cash Contribution to Auto Specialty .............. 3 1.4 Consideration to Purchaser One ................................. 3 1.5 Assumption of Liabilities ...................................... 3 1.6 Tax Reporting .................................................. 3 1.7 Funding of Auto Specialty ...................................... 4 ARTICLE 2 SALE AND PURCHASE OF THE TCH SHARES, THE 0.001% EQUITY PARTICIPATION AND THE DIRECT PURCHASED ASSETS ................. 4 2.1 Sale and Purchase of the TCH Shares ..........

Unit Purchase Agreement (November 28th, 2007)

Agreement entered into on November 21, 2007, by and among Lumigen, Inc., a Michigan corporation (the Buyer), and Hashem Akhavan-Tafti, A. Paul Schaap, Richard S. Handley, and Gary T. Priestap (collectively the Sellers). The Buyer and the Sellers are sometimes referred to herein individually as a Party and collectively as the Parties.

PURCHASE AGREEMENT Between TELEFLEX INCORPORATED and KONGSBERG AUTOMOTIVE HOLDING ASA Dated as of October 14, 2007 (November 1st, 2007)

THIS PURCHASE AGREEMENT is made and entered into as of the 14th day of October, 2007 by and between Teleflex Incorporated, a Delaware corporation (Seller), and Kongsberg Automotive Holding ASA, a company established under the laws of the Kingdom of Norway (Buyer).

Contract (September 7th, 2007)
Contract (August 9th, 2007)

PAGE ---- ARTICLE 1 SALE AND PURCHASE.............................................. 2 1.1 Sale and Purchase of Shares................................... 2 1.2 Sale and Purchase of Assets................................... 2 ARTICLE 2 PURCHASE PRICE AND PAYMENT..................................... 6 2.1 Purchase Price................................................ 6 2.2 Adjustments to Initial Purchase Price......................... 6 2.3 Payment of Initial Purchase Price and Adjustment Amount....... 8 2.4 Escrow Arrangements........................................... 9 2.5 Purchase Price Allocation..................................... 9 ARTICLE 3 CLOSING AND TERMINATION........................................ 9 3.1 Closing Date..................

STOCK PURCHASE AGREEMENT Among WIRELESS RONIN TECHNOLOGIES, INC., ROBERT WHENT, ALAN BUTERBAUGH and MARLENE BUTERBAUGH Dated as of August 1, 2007 (August 3rd, 2007)

This Stock Purchase Agreement (Agreement) is made as of August 1, 2007, by Wireless Ronin Technologies, Inc., a Minnesota corporation (Buyer), and Robert Whent, an individual resident in Ontario, Canada (Whent), Alan Buterbaugh, an individual resident in Ontario, Canada (A. Buterbaugh), and Marlene Buterbaugh, an individual resident in Ontario, Canada (M. Buterbaugh) (collectively hereinafter referred to as Sellers).

PURCHASE AGREEMENT Dated as of February 2, 2007, by and Among ARVINMERITOR, INC., AND ET CAYMAN HOLDINGS LIMITED (May 7th, 2007)

PURCHASE AGREEMENT, dated as of February 2, 2007, by and among ARVINMERITOR, INC., an Indiana corporation (ARM and, collectively with the Selling Subsidiaries that will be joining this Agreement prior to the Closing, the Sellers), and ET Cayman Holdings Limited, a Cayman limited company (Purchaser and, collectively with any Designees that will be joining the Agreement prior to the Closing, the Purchasers). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 16.01.

Contract (April 10th, 2007)

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of the 9th day of April, 2007 by and between Tecumseh Products Company, a Michigan corporation (the "Company") and Tricap Partners II L.P., a Delaware limited partnership (the "Investor"). WITNESSETH: WHEREAS, Tricap Partners LLC ("Tricap I") and the Herrick Foundation, a Michigan nonprofit corporation (the "Foundation"), previously entered into the Class A Option Agreement dated November 1, 2006, as amended (the "Foundation A Option"), pursuant to which Tricap I was granted the option to purchase 331,347 shares of Class A Common Stock (the "Foundation Class A Shares"); WHEREAS, Tricap I and the Foundation previously entered into the Class B Option Agreement dated November 1, 2006 (the "Foundation B Option"), pursuant to which Tricap I was granted the option to purchase 500,000 shares of Class B Common St

Contract (March 14th, 2007)
Contract (March 14th, 2007)
Intellect Neurosciences, Inc. – Amended and Restated Employment Agreement (January 31st, 2007)

AGREEMENT, made and entered into as of the 15th day of January, 2007 by and between Intellect Neurosciences, Inc., a Delaware corporation with principal offices at 7 West 18th street, New York, NY 10011 (together with its successors and assigns, INTELLECT), and Daniel Chain (the EXECUTIVE).

Contract (November 15th, 2006)
Mso Holdings Inc – Securities Purchase Agreement (June 8th, 2006)

This Securities Purchase Agreement (this Agreement) is dated as of May 9th, 2006, among MSO Holdings, Inc., a Delaware corporation (the Company), and the investors identified on Exhibit A hereto (each, an Investor and collectively, the Investors).

Contract (May 3rd, 2006)