Nebraska Sample Contracts

US Alliance Corp – Coinsurance Agreement (February 21st, 2018)
Green Plains Partners LP – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of February 16, 2018 by and Between AMID MERGER LP, as the Seller and DKGP ENERGY TERMINALS LLC, as the Buyer (February 20th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the Exhibits and Schedules (as defined below) attached hereto, this Agreement) is made as of February 16, 2018 by and among AMID Merger LP, a Delaware limited partnership (the Seller), and DKGP Energy Terminals LLC, a Delaware limited liability company (the Buyer). The Seller and the Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Dkgp Energy Terminals Llc Limited Liability Company Agreement (February 20th, 2018)

This Limited Liability Company Agreement (this Agreement) of DKGP Energy Terminals LLC, a Delaware limited liability company (the Company), is entered into on this 16th day of February, 2018 (Effective Date) by and between Delek Logistics Partners, LP, a Delaware limited partnership (DKL) and BlendStar LLC, a Texas limited liability company (BlendStar).

MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of February 16, 2018 by and Between AMID MERGER LP, as the Seller and DKGP ENERGY TERMINALS LLC, as the Buyer (February 20th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the Exhibits and Schedules (as defined below) attached hereto, this Agreement) is made as of February 16, 2018 by and among AMID Merger LP, a Delaware limited partnership (the Seller), and DKGP Energy Terminals LLC, a Delaware limited liability company (the Buyer). The Seller and the Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Green Plains Partners LP – Dkgp Energy Terminals Llc Limited Liability Company Agreement (February 20th, 2018)

This Limited Liability Company Agreement (this Agreement) of DKGP Energy Terminals LLC, a Delaware limited liability company (the Company), is entered into on this 16th day of February, 2018 (Effective Date) by and between Delek Logistics Partners, LP, a Delaware limited partnership (DKL) and BlendStar LLC, a Texas limited liability company (BlendStar).

Spectra Energy Corp Phantom Stock Award Agreement (February 16th, 2018)

This Phantom Stock Award Agreement (the "Agreement") has been made as of , (the "Date of Grant") between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the "Company"), and ________ (the "Grantee").

Spectra Energy Corp Phantom Stock Award Agreement (February 16th, 2018)

This Phantom Stock Award Agreement (the "Agreement") has been made as of , (the "Date of Grant") between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the "Company"), and ________ (the "Grantee").

Spectra Energy Corp Phantom Stock Award Agreement (February 16th, 2018)

This Phantom Stock Award Agreement (the "Agreement") has been made as of , (the "Date of Grant") between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the "Company"), and ________ (the "Grantee").

SPECTRA ENERGY CORP STOCK OPTION AGREEMENT (Nonqualified Stock Options) (February 16th, 2018)

This Stock Option Agreement (the "Agreement") has been made as of __________ ___, _____ (the "Date of Grant") between Spectra Energy Corp, a Delaware Company, with its principal offices in Houston, Texas (the "Company"), and __________ (the "Grantee").

Spectra Energy Corp Phantom Stock Award Agreement (February 16th, 2018)

This Phantom Stock Award Agreement (the "Agreement") has been made as of , (the "Date of Grant") between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the "Company"), and ________ (the "Grantee").

Spectra Energy Corp Performance Share Award Agreement (February 16th, 2018)

This Performance Share Award Agreement (the "Agreement") has been made as of __________ ___, (the "Date of Grant") between Spectra Energy Corp, a Delaware Company, with its principal offices in Houston, Texas (the "Company"), and __________ (the "Grantee").

CHANGE IN CONTROL AGREEMENT (As Amended and Restated) (February 16th, 2018)

THIS AGREEMENT (As Amended and Restated) (the "Agreement"), dated as of ________________ (the "Effective Date"), is made by and between SPECTRA ENERGY CORP, a Delaware corporation (the "Company"), and ________________________________ (the "Executive").

Spectra Energy Corp Phantom Stock Award Agreement (February 16th, 2018)

This Phantom Stock Award Agreement (the "Agreement") has been made as of , (the "Date of Grant") between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the "Company"), and ________ (the "Grantee").

KBS Strategic Opportunity REIT, Inc. – Underwriting Agreement (February 9th, 2018)

KEPPEL-KBS US REIT MANAGEMENT PTE. LTD. (Company Registration Number: 201719652G), a company incorporated under the laws of Singapore, whose principal place of business is situated at 1 Harbourfront Avenue #18-01 Keppel Bay Tower, Singapore 098632 (the Manager);

Union Pacific Railroad – SUPPLEMENTAL PENSION PLAN (409A NON-GRANDFATHERED COMPONENT) for Officers and Managers of Union Pacific Corporation and Affiliates (As Amended and Restated in Its Entirety Effective as of January 1, 1989, Including All Amendments Adopted Through January 1, 2018) (February 9th, 2018)
ASTERISKS INDICATE THAT CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. CREDIT AND SECURITY AGREEMENT Dated as of December 15, 2017 by and Among ACCURAY INCORPORATED and TOMOTHERAPY INCORPORATED Each as a Borrower, and Collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (February 5th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the Agreement) is dated as of December 15, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (Accuray or Borrower Representative), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, Other Borrowers and, together with Borrower Representative, each individually as a Borrower, and collectively as Borrowers), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Asterisks Indicate That Confidential Information Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to This Omitted Information. Amendment No. 1 to Credit and Security Agreement (February 5th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the Agreement) is dated as of June 14, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (Accuray or Borrower Representative), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, Other Borrowers and, together with Borrower Representative, each individually as a Borrower, and collectively as Borrowers), MIDCAP FINANCIALFUNDING IV TRUST, a Delaware statutory trust (as successor by assignment from MidCap Financial Trust), individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

BOSTON OMAHA Corp – BOSTON OMAHA CORPORATION as the Company and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF , 20 (February 2nd, 2018)

INDENTURE, dated as of _________, 20__, between Boston Omaha Corporation, a corporation duly incorporated and existing under the laws of Delaware (herein called the "Company"), having its principal executive office at 1411 Harney Street, Suite 200, Omaha, Nebraska 68102, and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee (herein called the "Trustee"), having a Corporate Trust Office at 100 Wall Street, Suite 1600, New York, NY 10005.

Cardinal Ethanol LLC – Grain Loadout Facility Term Note (January 30th, 2018)

This Grain Loadout Facility Term Note (the "Note") is the Grain Loadout Facility Term Note referred to in, is issued pursuant to, and is subject to the terms and conditions of, the First Amended and Restated Construction Loan Agreement, dated June 10, 2013 between the Borrower and the Lender (as the same may be amended, renewed, restated, replaced, consolidated or otherwise modified from time to time (the "Credit Agreement")). To the extent of any conflict between the terms and conditions of this Note and the terms and conditions of the Credit Agreement, the terms and conditions of the Credit Agreement shall prevail and govern. Capitalized terms used but not defined in this Note have the meanings given to them in the Credit Agreement.

Cardinal Ethanol LLC – Twelfth Amendment of First Amended and Restated Construction Loan Agreement (January 30th, 2018)

THIS TWELFTH AMENDMENT OF FIRST AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT ("Amendment") is made as of the 31st day of December, 2017 between FIRST NATIONAL BANK OF OMAHA, a national banking association ("Lender") and CARDINAL ETHANOL, LLC, an Indiana limited liability company ("Borrower"). This Amendment amends that certain First Amended and Restated Construction Loan Agreement dated June 10, 2013 between Lender and Borrower (as amended, the "Loan Agreement").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 29, 2018 by and Among (January 30th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 29, 2018, by and among FOSSIL GROUP, INC., a Delaware corporation (the US Borrower), FOSSIL GROUP EUROPE GMBH, a limited liability company organized under the law of Switzerland (Fossil Group Europe) and certain other Foreign Subsidiaries of US Borrower listed on Schedule 1.1E joined from time to time as a Borrower pursuant to Section 5.15(a) (collectively, the Non-US Borrowers and each a Non-US Borrower, together with the US Borrower, collectively, the Borrowers), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the Lenders) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent for the Lenders.

Mercedes-Benz Auto Lease Trust 2018-A – MERCEDES-BENZ AUTO LEASE TRUST 2018-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer (January 26th, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is among MERCEDES-BENZ AUTO LEASE TRUST 2018-A, a Delaware statutory trust (the "Issuer"), MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company, as servicer and administrator (in such capacities, the "Servicer" and the "Administrator", respectively) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, (the "Asset Representations Reviewer").

Mercedes-Benz Auto Lease Trust 2018-A – 2018-A SERVICING SUPPLEMENT Dated as of January 1, 2018 (January 26th, 2018)

This 2018-A SERVICING SUPPLEMENT, dated as of January 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "2018-A Servicing Supplement"), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company ("MBFS USA"), as servicer with respect to the 2018-A Reference Pool referred to herein (in such capacity, the "Servicer") and as lender under the Collateral Agency Agreement referred to herein (in such capacity, the "Lender"), DAIMLER TRUST, a Delaware statutory trust (the "Titling Trust"), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the "Collateral Agent").

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and COOOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Syndication Agents and COMPASS BANK, CITIZENS BANK, NATIONAL ASSOCIATION, REGIONS BANK and SUNTRUST BANK, as Documentation Agents Dated as of January 23, 2018 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS and COOOPERATIEVE (January 23rd, 2018)

CREDIT AGREEMENT (this Agreement), dated as of January 23, 2018, among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the Company), the several banks and other financial institutions from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and BANK OF AMERICA, N.A., as administrative agent.

Mercedes-Benz Auto Lease Trust 2018-A – 2018-A SERVICING SUPPLEMENT Dated as of January 1, 2018 (January 19th, 2018)

This 2018-A SERVICING SUPPLEMENT, dated as of January 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "2018-A Servicing Supplement"), is among MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company ("MBFS USA"), as servicer with respect to the 2018-A Reference Pool referred to herein (in such capacity, the "Servicer") and as lender under the Collateral Agency Agreement referred to herein (in such capacity, the "Lender"), DAIMLER TRUST, a Delaware statutory trust (the "Titling Trust"), and DAIMLER TITLE CO., a Delaware corporation, as collateral agent (the "Collateral Agent").

Mercedes-Benz Auto Lease Trust 2018-A – MERCEDES-BENZ AUTO LEASE TRUST 2018-A, as Issuer, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer (January 19th, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of January 1, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is among MERCEDES-BENZ AUTO LEASE TRUST 2018-A, a Delaware statutory trust (the "Issuer"), MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company, as servicer and administrator (in such capacities, the "Servicer" and the "Administrator", respectively) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, (the "Asset Representations Reviewer").

Spirit Realty Capital Inc. – Amendment No. 8 to Third Amended and Restated Loan and Security Agreement (January 17th, 2018)

This Third Amended and Restated Loan and Security Agreement dated February 7, 2012 (this Agreement as hereinafter further defined) is entered into by and among ShopKo Properties, LLC, a Minnesota limited liability company (Properties), Penn-Daniels, LLC, a Delaware limited liability company (Penn), ShopKo Stores Operating Co., LLC, a Delaware limited liability company (ShopKo Operating), ShopKo Holding Company, LLC, a Wisconsin limited liability company formerly known as ShopKo Holding Company, Inc. (ShopKo Holdco), ShopKo Optical Manufacturing, LLC, a Wisconsin limited liability company (Optical), Specialty Retail Shops Holding Corp., a Delaware corporation formerly known as SKO Group Holding Corp. (SKO or Parent), ShopKo Institutional Care Services Co., LLC, a Delaware limited liability company (ShopKo Institutional), Retained R/E SPE, LLC, a Delaware limited liability company (Retained R/E), Pamida Stores Operating Co., LLC, a Delaware limited liability company (Pamida Operating, an

Second Amendment to 364-Day Revolving Credit Agreement (January 16th, 2018)

THIS SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT (this Second Amendment) dated as of January 12, 2018, is among ANADARKO PETROLEUM CORPORATION, a Delaware corporation (the Borrower); JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent) for the lenders party to the Credit Agreement referred to below (collectively, the Lenders); each of the existing Lenders under the Credit Agreement and signatory hereto that shall continue to be a Lender thereunder pursuant to the terms of Section 3 hereof (each, a Continuing Lender); BNP Paribas and UBS AG, Stamford Branch (each, an Exiting Lender; and each Exiting Lender and each Continuing Lender, each, an Existing Lender); and ABN AMRO Capital USA LLC, Canadian Imperial Bank of Commerce, New York Branch and HSBC Bank USA, N.A. (each, a New Lender).

First Supplemental Indenture (January 16th, 2018)

SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of January 16, 2018, among (i) MPS HOLDING CORP., a Delaware corporation, NATIONAL PROCESSING COMPANY GROUP, INC., a Delaware corporation, NPC GROUP, INC., a Delaware corporation, PAYMETRIC HOLDINGS, INC., a Delaware corporation, PAYMETRIC INTERMEDIATE HOLDINGS, INC., a Delaware corporation, PAYMETRIC, INC., a Delaware corporation, VANTIV ECOMMERCE, LLC, a Delaware limited liability company, VANTIV INTEGRATED PAYMENTS, LLC, a Delaware limited liability company, VANTIV PAYMENTS, INC., a Delaware corporation, VANTIV SERVICES COMPANY, a Delaware corporation, BEST PAYMENT SOLUTIONS, INC., an Illinois corporation, VANTIV COMPANY, LLC, an Indiana limited liability company, VANTIV ISO, INC., a Nebraska corporation, and VANTIV INTEGRATED PAYMENTS SOLUTIONS, INC., a Nevada corporation, each a Subsidiary (each a Guarantor and collectively, the Guarantors), (ii) VANTIV, LLC, a Delaware limited liability company (the Issuer) and VANTIV

Forum Merger Corp – Avaya Inc. Reseller Master Terms and Conditions (January 12th, 2018)

This Reseller Agreement (Agreement) is made effective as of Jul 03 2002 (Effective Date) by and between Avaya Inc. (Avaya) a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and North American Communications Resource, Inc. dba NACR, Inc., (Reseller) a Minnesota corporation, with offices located at 3344 Highway 149, Eagan, MN 55121.

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and COOOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Syndication Agents and COMPASS BANK, CITIZENS BANK, NATIONAL ASSOCIATION, REGIONS BANK and SUNTRUST BANK, as Documentation Agents Dated as of [_____________], 2017 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS and COOOPERA (January 9th, 2018)

CREDIT AGREEMENT (this Agreement), dated as of [ ], among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the Company), the several banks and other financial institutions from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and BANK OF AMERICA, N.A., as administrative agent.

US$ 970,000,000 TERM LOAN CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as the Borrower, the LENDERS Referred to Herein, CITIBANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., Each as a Joint Lead Arranger and Joint Bookrunner (January 5th, 2018)

TERM LOAN CREDIT AGREEMENT, dated as of January 2, 2018, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as Holdings, BEACON SALES ACQUISITION, INC., THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO as US Borrowers, BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower, the Parties Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP CAPITAL MARKETS INC., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC. Each as a Joint L (January 5th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule 1.1(h), each as a US Borrower, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this agreement pursuant to the terms hereof, as lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders, and Wells Fargo Bank, National Association, Citigroup Capital Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., each as a Joint Lead Arranger and Joint Bookrunner.

Cco Holdings Llc – (A) This Restatement Agreement Shall Be Construed and Interpreted in Accordance With and Governed by the Law of the State of New York. (B) Each Party Hereto Hereby Irrevocably and Unconditionally Waives Trial by Jury in Any Legal Action or Proceeding Relating to This Restatement Agreement and for Any Counterclaim Herein. (December 28th, 2017)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and restated as of December 21, 2017, among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the Borrower), CCO HOLDINGS, LLC, a Delaware limited liability company (Holdings), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor, the Administrative Agent).

Fifth Amendment to Limited Waiver to Credit Agreement and Fifth Amendment to Credit Agreement (December 27th, 2017)

THIS FIFTH AMENDMENT TO LIMITED WAIVER TO CREDIT AGREEMENT AND FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of December 22, 2017 (this Fifth Amendment), is entered into among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the Company), the Guarantors identified on the signature pages hereto, the Lenders (as defined below) party hereto, and CITIBANK, N.A., as administrative agent (in such capacity, the Administrative Agent). Reference is made to the Credit Agreement, dated as of January 6, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement), among the Company, the Guarantors party thereto from time to time, the Administrative Agent, each lender from time to time party thereto (collectively, the Lenders and, individually, a Lender), CITIBANK, N.A., as L/C Issuer, and CITIBANK, N.A., as Swing Line Lender. Capitalized terms used herein and not otherwise defined shall have the meanings a