Missouri Sample Contracts

Benchmark 2018-B5 Mortgage Trust – Contract (August 20th, 2018)
Loan and Security Agreement (August 20th, 2018)

This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of August 15, 2018 ("Amendment Date"), by and among BLUEGREEN VACATIONS CORPORATION, a Florida corporation f/k/a Bluegreen Corporation ("Borrower"), each of the financial institutions from time to time party hereto (individually, each a "Lender", and collectively, the "Lenders") and PACIFIC WESTERN BANK, a California state-chartered bank, as successor-by-merger to CapitalSource Bank, as administrative, payment and collateral agent for itself, as a Lender and the other Lenders (in such capacities, "Agent").

Benchmark 2018-B5 Mortgage Trust – CO-LENDER AGREEMENT Dated as of July 12, 2018 by and Among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 and Note A-2 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-3 and Note A-4 Holder) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-5, Note A-6, Note A-7, Note A-8, Note A-9 and Note A-10 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note B-1 and Note B-2 Holder) 2018 Workspace Property Trust (August 20th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 12, 2018, by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacities as initial owner of Note A-1, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note B-1 and Note B-2 (in its capacities as initial Holder of each such Note, collectively, the "Initial Note Holders", and in its capacity as the initial agent, the "Initial Agent").

Benchmark 2018-B4 Mortgage Trust – Contract (August 20th, 2018)
Benchmark 2018-B5 Mortgage Trust – CO-LENDER AGREEMENT Dated as of June 8, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-1 Holder JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-2 Holder JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-3 Holder JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note A-4 Holder and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Initial Note B Holder (August 20th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of June 8, 2018, by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the "Initial Note A-2 Holder"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the "Initial Note A-3 Holder"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note A-4, the "Initial Note A-4 Holder") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of Note

Foundation Building Materials, Inc. – TERM LOAN CREDIT AGREEMENT Dated as of August 13, 2018, Among FBM ALPHA LLC, as Holdings, FOUNDATION BUILDING MATERIALS HOLDING COMPANY LLC, as the Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent RBC CAPITAL MARKETS1, GOLDMAN SACHS BANK USA, SUNTRUST ROBINSON HUMPHREY, INC. And STIFEL SYNDICATED CREDIT LLC, as Joint Lead Arrangers and Joint Bookrunners (August 17th, 2018)
Conn's Receivables Funding 2018-A, LLC, as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee BASE INDENTURE Dated as of August 15, 2018 Asset Backed Notes (Issuable in Series) (August 17th, 2018)

BASE INDENTURE, dated as of August 15, 2018, between Conn's Receivables Funding 2018-A, LLC, a limited liability company established under the laws of Delaware, as issuer (the "Issuer") and Wells Fargo Bank, National Association, a national banking association validly existing under the laws of the United States of America, as Trustee.

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

Foundation Building Materials, Inc. – ABL CREDIT AGREEMENT Dated as of August 13, 2018 Among FBM ALPHA LLC, as Holdings, FOUNDATION BUILDING MATERIALS HOLDING COMPANY LLC, as the Lead Borrower, THE ADDITIONAL US BORROWERS PARTY HERETO, THE CANADIAN BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, GOLDMAN SACHS BANK USA, RBC CAPITAL MARKETS1, and SUNTRUST ROBINSON HUMPHREY, as Joint Lead Arrangers and Joint Bookrunners (August 17th, 2018)
BEARINGS, INC. 3600 Euclid Avenue Cleveland, Ohio 44115-2515 (August 17th, 2018)

The undersigned, BEARINGS, INC., an Ohio corporation (herein called the "COMPANY"), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.

News Corp – FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Own Capacity as Guaranteed By: SKY CABLE PTY LIMITED (ABN 14 069 799 640) TELSTRA MEDIA PTY LIMITED (ABN 72 069 279 027) FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Capacity as Agent for the Partners as a Partnership Carrying on the Business of the FOXTEL Partnership and as Agent for the FOXTEL Television Partnership and the FOXTEL GROUP MEMBER GUARANTORS U.S.$500,000,000 3.68% Series D Guaranteed Senior Notes Due 2019 4.27% Series E Guaranteed Senior Notes Due 2022 4.42% Series F Guaranteed Senior Notes Due 2024 A$100,000 (August 15th, 2018)

No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of Australia or any political subdivision thereof will be incurred by the Obligor, either Partner or any holder of a Note as a result of the execution or delivery of this Agreement and the Notes and no deduction or withholding in respect of Taxes imposed by or for the account of Australia or, to the knowledge of the Obligor and each Partner, any other Taxing Jurisdiction, is required to be made from any payment by the Obligor or either Partner under the Finance Documents to which it is a party, except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of Australia or any political subdivision thereof arising out of circumstances described in clauses (a) through (f), inclusive, of Section 13.

Griffin-American Healthcare REIT IV, Inc. – Purchase and Sale Agreement and Escrow Instructions by and Among the Selling Parties Identified on Exhibit a Hereto, Tlg Ii, L.L.P. And Gahc4 Missouri Snf Portfolio, Llc Dated as of June 7, 2018 (August 10th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of the 7th day of June, 2018 ("Effective Date"), by and among the owner selling parties identified on Exhibit A attached hereto (referred to herein as "Owner Seller" or "Owner Sellers"), the operator parties identified on Exhibit A attached hereto (referred to herein as "Operator" or "Operators"), and TLG II, L.L.P., a Missouri limited liability partnership ("Parent Guarantor"), solely for the limited purposes set forth in Section 14.17, and GAHC4 Missouri SNF Portfolio, LLC, a Delaware limited liability company, and its successors and assigns permitted hereunder ("Purchaser").

Supplement 26 to Amended and Restated Master Professional Services Agreement (August 9th, 2018)

This Supplement 26 (this "Supplement") is made and entered into as of June 24, 2018 (the "Supplement Effective Date") by and between Ascension Health ("Ascension Health") and R1 RCM Inc., f/k/a Accretive Health, Inc. ("Supplier") (together, the "Parties"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the MPSA (as defined below).

Exclusive License Agreement (August 9th, 2018)

THIS EXCLUSIVE LICENSE AGREEMENT ("AGREEMENT') is made and entered into on the date of the last PARTY to sign and date in the signature area ("EFFECTIVE DATE"), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri ("UNIVERSITY") and YIELD10 BIOSCIENCE INC., a corporation of the State of Delaware having offices at 19 Presidential Way, Woburn, MA 01801 ("LICENSEE"). UNIVERSITY and LICENSEE may sometimes be referred to herein as a "PARTY" or "PARTIES" as the case may be.

CREDIT AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, THE McClatchy COMPANY, as Parent, and THE BORROWERS THAT ARE PARTIES HERETO Dated as of July 16, 2018 (August 9th, 2018)

THIS CREDIT AGREEMENT, is entered into as of July 16, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), THE MCCLATCHY COMPANY, a Delaware corporation ("Parent"), the Subsidiaries of Parent identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as "Borrowers" in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").

Junior Lien Term Loan Credit Agreement (August 9th, 2018)

JUNIOR LIEN TERM LOAN CREDIT AGREEMENT, dated as of July 16, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Agreement"), among The McClatchy Company, a Delaware corporation (the "Borrower"), the Guarantors (as hereinafter defined), the Initial Lenders (as hereinafter defined), The Bank of New York Mellon, as collateral agent (Tranche A) for the holders of Tranche A Loans (together with any successor collateral agent appointed pursuant to Article VIII, the "Tranche A Collateral Agent"), as collateral agent (Tranche B) for the holders of Tranche B Loans (together with any successor collateral agent appointed pursuant to Article VIII, the "Tranche B Collateral Agent" and together with the Tranche A Collateral Agent, the "Collateral Agent") and as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the "Administrative Agent" and, together with the Collateral Agent, the "Agents") for t

The McClatchy COMPANY, as Issuer, and THE SUBSIDIARY GUARANTORS PARTIES HERETO 9.000% Senior Secured Notes Due 2026 INDENTURE Dated as of July 16, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Collateral Agent (August 9th, 2018)

INDENTURE, dated as of July 16, 2018 (this "Indenture"), among THE MCCLATCHY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), certain subsidiaries of the Company from time to time parties hereto (the "Subsidiary Guarantors") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the "Trustee") and as notes collateral agent (in such capacity, the "Collateral Agent").

AMENDMENT NO. 1 TO 5-Year CREDIT AGREEMENT Dated as of April 6, 2018 to 5-Year CREDIT AGREEMENT Dated as of April 7, 2016 (August 9th, 2018)

THIS AMENDMENT NO. 1 TO 5-YEAR CREDIT AGREEMENT ("Amendment") is made as of April 6, 2018 (the "Effective Date") by and among Harley-Davidson, Inc., a Wisconsin corporation ("Harley"), Harley-Davidson Financial Services, Inc., a Delaware corporation ("HDFS", and together with Harley, collectively, the "U.S. Borrowers"), Harley-Davidson Financial Services Canada, Inc., a corporation organized and existing under the laws of Canada ("Canadian Borrower", and together with the U.S. Borrowers, collectively, the "Borrowers"), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Global Administrative Agent (the "Administrative Agent"), under that certain 5-Year Credit Agreement dated as of April 7, 2016 by and among the Borrowers, Harley-Davidson Financial Services International, Inc., a Delaware corporation, and Harley-Davidson Credit Corp., a Nevada corporation, as Guarantors, the Lenders and the Administrative Agent (the "Credit Agreement"). Capi

CREDIT AGREEMENT Dated as of April 6, 2018 Among (August 9th, 2018)
Kansas City Power & Light Co – Evergy, Inc. Nonqualified Deferred Compensation Plan (August 8th, 2018)
Cottonwood Communities, Inc. – AMENDED AND RESTATED ESCROW AGREEMENT (Subscription Proceeds) (August 8th, 2018)
Parks! America, Inc. – Parks! America, Inc. Employment Agreement (August 8th, 2018)

This employment Agreement (this "Agreement") is entered into and made effective as of this 1st day of May, 2018, by and between Parks! America, Inc., a Nevada Corporation, with its principal place of business located at 1300 Oak Grove Road, Pine Mountain, Georgia 31822 (the "Company"), and Michael D. Newman of 646 Mountain Shadows Road, Hamilton, Georgia 31811 ("Newman").

Kansas City Power & Light Co – Evergy, Inc. Supplemental Executive Retirement Plan (August 8th, 2018)

The principal objective of this Frozen Supplemental Executive Retirement Plan is to ensure the payment of a competitive level of retirement income in order to attract, retain, and motivate selected executives, and to restore benefits accrued before December 31, 2004 which cannot be paid under the Company's Qualified Pension Plan due to restrictions on benefits, contributions, compensation, or the like imposed under that plan. The Company may, but is not required to, set aside funds from time to time to provide such benefits, and such funds may be held in a separate trust established for such purpose. This Plan is a successor to the supplemental executive retirement component of the Company's former Supplemental Executive Retirement and Deferred Compensation Plan (the "Prior Plan"), which was effective on November 2, 1993. It shall be effective as to each Participant on the date he or she becomes a Participant hereunder; provided, however, that the benefits of those individuals whose

Emerson Electric – Emerson Electric Co. Savings Investment Restoration Plan Ii (August 8th, 2018)

WHEREAS, Emerson Electric Co. ("Company") desires to adopt the Supplemental Executive Savings Investment Restoration Plan II ("Plan") to attract and retain selected executives and reflect the closing of participation in the Emerson Electric Co. Retirement Plan;

Global Medical REIT Inc. – Amended and Restated Credit Agreement Dated as of August 7, 2018 Among Global Medical REIT L.P., as Borrower the Guarantors From Time to Time Party Hereto, the Lenders From Time to Time Party Hereto, and BMO Harris Bank N.A., as Administrative Agent BMO Capital Markets, Citizens Bank, N.A., SunTrust Robinson Humphrey, Inc., and KeyBank National Association as Co-Syndication Agents, Joint Lead Arrangers and Joint Book Runners (August 8th, 2018)

This Amended and Restated Credit Agreement (this "Agreement") is entered into as of August 7, 2018 by and among Global Medical REIT L.P., a Delaware limited partnership (the "Borrower"), Global Medical REIT Inc., a Maryland corporation (the "Parent" or "Global Medical REIT"), the certain Subsidiaries from time to time party to this Agreement as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO Harris Bank N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

Second Amendment to Intercreditor Agreement (August 7th, 2018)

This SECOND AMENDMENT TO INTERCREDITOR AGREEMENT (this "Amendment") dated as of August 4, 2015, is made by and among Federal Insurance Company, an Indiana corporation ("Federal"); American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., and The Insurance Company of the State of Pennsylvania (collectively "AIG"); Liberty Mutual Insurance Company, a Massachusetts company, Liberty Mutual Fire Insurance Company, and Safeco Insurance Company of America (collectively, "Liberty Mutual"); and Bank of America, N.A., a national banking association, as Lender Agent on behalf of the other Lender Parties.

Seventh Amendment to Underwriting, Continuing Indemnity and Security Agreement (August 7th, 2018)

This SEVENTH AMENDMENT TO UNDERWRITING, CONTINUING INDEMNITY AND SECURITY AGREEMENT (this "Amendment"), dated as of August 4, 2015, is made by and among Federal Insurance Company, an Indiana corporation ("Federal"); American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., and The Insurance Company of the State of Pennsylvania (collectively "AIG"); Liberty Mutual Insurance Company, a Massachusetts company, Liberty Mutual Fire Insurance Company, and Safeco Insurance Company of America (collectively, "Liberty Mutual"); Quanta Services, Inc., a Delaware corporation ("Quanta") and an Indemnitor; the other undersigned Indemnitors; and the Stallone Companies (as hereinafter defined).

MR2 Group, Inc. – Centurylink Master Service Agreement (August 6th, 2018)

This Master Service Agreement ("Agreement") is between CENTURYLINK COMMUNICATIONS, LLC ("CenturyLink") and PRECISION OPINION ("Customer") and is effective on the date the last party signs it (the "Effective Date"). This Agreement provides the terms and conditions applicable to Customer's purchase of products and services ("Service") from CenturyLink.

Hms Holdings Corp – Settlement Agreement (August 6th, 2018)

This Settlement Agreement is entered into as of June 27, 2018, by and between Dennis Demetre ("Demetre"), Lori Lynn Lewis Demetre ("Lewis"), John Alfred Lewis, Christopher Brandon Lewis, and HMS Holdings Corp. ("HMS").

Amendment No. 2 to Receivables Purchase Agreement (August 6th, 2018)

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I or, if not defined therein, the meanings assigned thereto in the Sale Agreement (hereinafter defined).

Jones Financial Companies Lllp – The JONES FINANCIAL COMPANIES, L.L.L.P. TWENTIETH AMENDED AND RESTATED AGREEMENT OF REGISTERED LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of August 6, 2018 (August 6th, 2018)
TRANSACTION AGREEMENT by and Among (August 6th, 2018)

This TRANSACTION AGREEMENT (this Agreement), dated as of August 6, 2018, is entered into by and among Amcor Limited, an Australian public company limited by shares (Amcor), Arctic Jersey Limited, a limited company incorporated under the Laws of the Bailiwick of Jersey and a Subsidiary of Amcor (New Holdco), Arctic Corp., a Missouri corporation and wholly owned Subsidiary of New Holdco (Merger Sub), and Bemis Company, Inc., a Missouri corporation (Bemis). Amcor, New Holdco, Merger Sub and Bemis are each sometimes referred to herein as a Party and collectively as the Parties.

MDU Resources – CREDIT AGREEMENT Among MDU RESOURCES GROUP, INC. (August 3rd, 2018)

This Agreement is entered into as of June 8, 2018, by and among MDU Resources Group, Inc., a Delaware corporation, the several banks and other financial institutions from time to time party hereto as lenders (the "Lenders"), and Wells Fargo Bank, National Association, a national banking association ("Wells Fargo"), in its capacity as administrative agent for the Lender Parties, as defined below (in such capacity, together with any successor thereto in such capacity, the "Administrative Agent").

Post Holdings, Inc. – Post Holdings, Inc. Restricted Stock Unit Agreement (August 3rd, 2018)

POST HOLDINGS, INC. (the "Company"), hereby grants to the individual named below (the "Grantee") an award of restricted stock units (the "Restricted Stock Units") set forth below, effective on the Date of Grant set forth below, subject to the Grantee timely executing and delivering to the Company, pursuant to such procedures as the Company will establish from time to time, this Restricted Stock Unit Agreement (this "Agreement"). The Restricted Stock Units shall vest and become payable in Shares according to the vesting schedule described below, subject to earlier termination of the Restricted Stock Units, as provided in this Agreement and the terms and conditions of the Post Holdings, Inc. 2016 Long-Term Incentive Plan (the "Plan"). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.

Waddell & Reed Financial, Inc. – Separation Agreement and Release of All Claims (August 3rd, 2018)