Sidley Austin Sample Contracts

Hanover Capital Mortgage Holdings, Inc. – Receivables Pooling Agreement (April 16th, 2018)

This RECEIVABLES POOLING AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Agency Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware (the "Depositor"), and Ditech Agency Advance Trust, a statutory trust organized under the laws of Delaware (the "Issuer").

Hanover Capital Mortgage Holdings, Inc. – Receivables Pooling Agreement (April 16th, 2018)

This RECEIVABLES POOLING AGREEMENT (as it may be amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech PLS Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware (the "Depositor"), and Ditech PLS Advance Trust II, a statutory trust organized under the laws of Delaware (the "Issuer").

Hanover Capital Mortgage Holdings, Inc. – RECEIVABLES SALE AGREEMENT DITECH FINANCIAL LLC (Receivables Seller and Servicer) and DITECH PLS ADVANCE DEPOSITOR LLC (Depositor) and DITECH HOLDING CORPORATION (Formerly Known as WALTER INVESTMENT MANAGEMENT CORP.) (Limited Guarantor) (April 16th, 2018)

This RECEIVABLES SALE AGREEMENT (as it may be amended, supplemented, restated, or otherwise modified from time to time, this "Agreement") is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, a limited liability company organized under the laws of the State of Delaware, as receivables seller and servicer ("Ditech"), Ditech PLS Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware, as depositor (the "Depositor"), and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor ("Limited Guarantor").

Hanover Capital Mortgage Holdings, Inc. – RECEIVABLES SALE AGREEMENT DITECH FINANCIAL LLC (Receivables Seller and Servicer) And (April 16th, 2018)

This RECEIVABLES SALE AGREEMENT (as it may be amended, supplemented, restated, or otherwise modified from time to time, this "Agreement") is made as of February 9, 2018, and effective as of February 12, 2018, by and between Ditech Financial LLC, a limited liability company organized under the laws of the State of Delaware, as receivables seller and servicer ("Ditech"), Ditech Agency Advance Depositor LLC, a limited liability company organized under the laws of the State of Delaware, as depositor (the "Depositor"), and Ditech Holding Corporation (formerly known as Walter Investment Management Corp.), a corporation under the laws of the State of Maryland as limited guarantor ("Limited Guarantor").

Foamix Ltd. – Securities Purchase Agreement (April 16th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (as may be amended, modified, or supplemented from time to time, this "Agreement") is made and entered into as of April 13, 2018, by and between Foamix Pharmaceuticals Ltd., a company organized under the laws of the State of Israel (the "Company") and OrbiMed Partners Master Fund Limited, a Delaware limited partnership (the "Purchaser").

Potbelly Corp – Settlement Agreement (April 13th, 2018)

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of April 12, 2018, by and among Potbelly Corporation, a Delaware corporation (the Company), on the one hand, and Privet Fund LP, a Delaware limited partnership (Privet Fund), Privet Fund Management LLC, a Delaware limited liability company (Privet Fund Management), Ryan Levenson, solely in his capacity as a Principal and Portfolio Manager of Privet Fund Management LLC and Ben Rosenzweig, solely in his capacity as a Partner of Privet Fund Management LLC (the Privet Designee and collectively with Privet Fund, Privet Fund Management and Ryan Levenson, Privet), on the other hand. The Company and Privet are each herein referred to as a party and collectively, the parties.

Potbelly Corp – Settlement Agreement (April 13th, 2018)

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of April 12, 2018, by and among Potbelly Corporation, a Delaware corporation (the Company), on the one hand, and Privet Fund LP, a Delaware limited partnership (Privet Fund), Privet Fund Management LLC, a Delaware limited liability company (Privet Fund Management), Ryan Levenson, solely in his capacity as a Principal and Portfolio Manager of Privet Fund Management LLC and Ben Rosenzweig, solely in his capacity as a Partner of Privet Fund Management LLC (the Privet Designee and collectively with Privet Fund, Privet Fund Management and Ryan Levenson, Privet), on the other hand. The Company and Privet are each herein referred to as a party and collectively, the parties.

FirstEnergy Solutions – Process Support Agreement (April 2nd, 2018)

This Process Support Agreement (together with the exhibits attached hereto, which includes, without limitation the Term Sheet (as defined herein) attached hereto as Exhibit B1, and the Mansfield Issues Protocol attached hereto as Exhibit C, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms here, (the Agreement or PSA) dated as of March 30, 2018 is entered into by and among: (i) FirstEnergy Solutions Corp. (FES), FirstEnergy Nuclear Operating Company (FENOC), and each of their respective direct and indirect subsidiaries (collectively, the Company or the Debtors); (ii) the members of the ad hoc group of certain holders of (x) pollution control revenue bonds supported by notes (the PCNs and any claims arising from the PCNs, the PCN Claims) issued by FirstEnergy Generation, LLC (FG) and FirstEnergy Nuclear Generation, LLC (NG) and (y) certain unsecured notes (the FES Notes and any claims arising from the FES Notes, the FES

GS Mortgage Securities Trust 2018-GS9 – Contract (March 29th, 2018)
GenOn Energy Holdings – GenOn Energy, Inc. Announces Agreement to Sell Canal Units 1 and 2 and Provides Update on Its Ongoing Reorganization Efforts (March 23rd, 2018)

PRINCETON, NJ; March 23, 2018 GenOn Energy, Inc. (GenOn) announced today that on March 22, 2018, certain of its wholly owned subsidiaries entered into a Purchase and Sale Agreement (Purchase Agreement) with Stonepeak Kestrel Holdings LLC (Buyer), a subsidiary of Stonepeak Infrastructure Partners (Stonepeak), pursuant to which Buyer agreed to purchase all of the right, title and interest in Canal Units 1 and 2, electricity generating facilities with a combined summer capacity rating of approximately 1,112 megawatts (the Canal Facilities). GenOns affiliates entered into the Purchase Agreement with the support of a majority of its noteholders. Total proceeds are expected to be approximately $390.3 million, inclusive of the expected closing purchase price of $320 million, estimated working capital (including target fuel inventory) of $32.5 million, an anticipated refund of $13.5 million from NRG in respect of the Canal 3 Option (defined below), and an estimated $24.3 million of post-closin

GenOn Energy Holdings – PURCHASE AND SALE AGREEMENT by and Among STONEPEAK KESTREL HOLDINGS LLC, as Purchaser, NRG CANAL LLC, as Seller, and GENON HOLDCO 10, LLC, as the Company Dated as of March 22, 2018 (March 23rd, 2018)

This PURCHASE AND SALE AGREEMENT is made as of March 22, 2018 (this Agreement) by and among Stonepeak Kestrel Holdings LLC, a Delaware limited liability company (Purchaser), on the one hand, and NRG Canal LLC, a Delaware limited liability company (Seller), and GenOn HoldCo 10, LLC, a Delaware limited liability company (the Company), on the other hand. Each of Purchaser, Seller and the Company are sometimes referred to herein collectively as the Parties, and each as a Party.

CBOE Holdings – TERM LOAN CREDIT AGREEMENT Dated as of March 22, 2018 Among CBOE GLOBAL MARKETS, INC., as the Borrower, (March 23rd, 2018)

This TERM LOAN CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of March 22, 2018, by and among CBOE GLOBAL MARKETS, INC.(f/k/a CBOE Holdings, Inc.), a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and as the sole Lender on the Closing Date (in such capacity, the Initial Lender).

FORM OF MARGIN LOAN AGREEMENT Dated as of December 29, 2017 Among BROADBAND HOLDCO, LLC, as Borrower VARIOUS LENDERS, (March 14th, 2018)

This MARGIN LOAN AGREEMENT (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement) is entered into as of December 29, 2017 by and among BROADBAND HOLDCO, LLC, a Delaware limited liability company, as the Borrower (the Borrower), JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as Calculation Agent (in such capacity, together with its successors and assigns in such capacity, the Calculation Agent), JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, the Administrative Agent) and the Lenders (as defined below) from time to time party hereto.

Hilton Grand Vacations Inc. – Amendment No. 7 to Receivables Loan Agreement (March 13th, 2018)

This AMENDMENT NO. 7 TO RECEIVABLES LOAN AGREEMENT, effective as of April 19, 2017 (this "Amendment"), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the "Borrower"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Committed Lenders and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the "Receivables Loan Agreement" (defined below).

Hilton Grand Vacations Inc. – Amendment No. 6 to Receivables Loan Agreement and Assignment and Acceptance (March 13th, 2018)

This RECEIVABLES LOAN AGREEMENT dated as of May 9, 2013, is by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent for the Conduit Lenders and the Committed Lenders. Capitalized terms used herein shall have the meanings specified in Section 1.01.

Hilton Grand Vacations Inc. – Omnibus Amendment No. 8 to Receivables Loan Agreement Amendment No. 3 to Sale and Contribution Agreement (March 13th, 2018)

This OMNIBUS AMENDMENT NO. 8 TO RECEIVABLES LOAN AGREEMENT AND AMENDMENT NO. 3 TO SALE AND CONTRIBUTION AGREEMENT, effective as of March 9, 2018 (this Amendment), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the Borrower), HILTON RESORTS CORPORATION, a Delaware corporation (the Seller), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the Receivables Loan Agreement (defined below).

Credit Agreement (March 9th, 2018)

This CREDIT AGREEMENT is entered into as of March 7, 2018, by and among GENWORTH HOLDINGS, INC., a Delaware corporation, as the Borrower (the Borrower), GENWORTH FINANCIAL, INC., a Delaware corporation, as the Parent (the Parent), the lenders from time to time party to this Agreement (collectively, the Lenders; individually, each a Lender), and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent (the Agent) for the Lenders.

CMS ENERGY CORPORATION 5.625% Junior Subordinated Notes Due 2078 (March 8th, 2018)

CMS Energy Corporation, a Michigan corporation (the Company), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof) an aggregate of $200,000,000 in principal amount of its 5.625% Junior Subordinated Notes due 2078 (the Securities), subject to the terms and conditions set forth herein. The Underwriters have designated the Representatives (as defined in Section 12 hereof) to execute this Agreement on their behalf and to act for them in the manner provided in this Agreement. The Securities are to be issued pursuant to the provisions of the Indenture dated as of June 1, 1997 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the Trustee), as supplemented and amended by various supplemental indentures and as to be supplemented by the Sixth Supplemental Indenture, to be dated as of March 8, 2018 (the Supplemental Indenture), establishing the terms of the Securities (as so supplemented, the Indenture).

Quality Care Properties, Inc. – Restructuring Support Agreement (March 5th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (this Agreement) is made and entered into as of March 2, 2018, by and among (i) HCR ManorCare, Inc., a Delaware corporation (the Debtor), (ii) Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle Partners V-A MC, L.P., a Delaware limited partnership, Carlyle Partners V MC, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, and CP V Coinvestment B, L.P., a Delaware limited partnership (collectively, the Majority Holders), and (iii) MC Operations Investments, LLC (the QCP Holder, together with the Majority Holders, the Supporting Parties, and together with the Debtor, the Parties).

Quality Care Properties, Inc. – PLAN SPONSOR AGREEMENT Among HCR MANORCARE, INC., QUALITY CARE PROPERTIES, INC., HCP MEZZANINE LENDER, LP and THE LESSORS IDENTIFIED HEREIN Dated as of March 2, 2018 (March 5th, 2018)

This PLAN SPONSOR AGREEMENT, dated as of March 2, 2018 (hereinafter called this Agreement), is among HCR ManorCare, Inc., a Delaware corporation (the Debtor), Quality Care Properties, Inc., a Maryland corporation (Parent), HCP Mezzanine Lender, LP, a Delaware limited partnership and a wholly-owned subsidiary of Parent (Purchaser), and the parties signatory hereto as lessors (collectively, the Lessors and, together with Parent and Purchaser, the Purchaser Entities). The Debtor, Parent, Purchaser and the Lessors are each referred to in this Agreement as a party and together, the parties.

Xenia Hotels & Resorts, Inc. – Xenia Hotels & Resorts, Inc. Common Stock ($0.01 Par Value Per Share) Equity Distribution Agreement (March 2nd, 2018)
Second Amended Plan of Rehabilitation (February 28th, 2018)

Attorneys for the Commissioner of Insurance of the State of Wisconsin, as the Court Appointed Rehabilitator of the Segregated Account of Ambac Assurance Corporation

Clipper Realty Inc. – FIRST MEZZANINE LOAN AGREEMENT Dated as of February 21, 2018 Between (February 27th, 2018)

3.1.10 Financial Information 32 3.1.11 Easements; Utilities and Public Access 33 3.1.12 Assignment of Leases 33 3.1.13 Insurance 33 3.1.14 Flood Zone 33 3.1.15 Physical Condition 33 3.1.16 Boundaries 33 3.1.17 Leases 34 3.1.18 Tax Filings 35 3.1.19 No Fraudulent Transfer 35 3.1.20 Federal Reserve Regulations 35 3.1.21 Organizational Chart 36 3.1.22 Organizational Status 36 3.1.23 Bank Holding Company 36 3.1.24 No Casualty 36 3.1.25 Purchase Options 36 3.1.26 FIRPTA 36 3.1.27 Investment Company Act 36 3.1.28 Fiscal Year 36

Clipper Realty Inc. – SECOND MEZZANINE LOAN AGREEMENT Dated as of February 21, 2018 Between (February 27th, 2018)

3.1.8 ERISA; No Plan Assets 31 3.1.9 Compliance 32 3.1.10 Financial Information 33 3.1.11 Easements; Utilities and Public Access 33 3.1.12 Assignment of Leases 33 3.1.13 Insurance 33 3.1.14 Flood Zone 33 3.1.15 Physical Condition 34 3.1.16 Boundaries 34 3.1.17 Leases 35 3.1.18 Tax Filings 35 3.1.19 No Fraudulent Transfer 36 3.1.20 Federal Reserve Regulations 36 3.1.21 Organizational Chart 36 3.1.22 Organizational Status 36 3.1.23 Bank Holding Company 36 3.1.24 No Casualty 36 3.1.25 Purchase Options 36 3.1.26 FIRPTA 36 3

Clipper Realty Inc. – LOAN AGREEMENT Dated as of February 21, 2018 Between (February 27th, 2018)

THIS LOAN AGREEMENT, dated as of February 21, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between DEUTSCHE BANK AG, NEW YORK BRANCH, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and assigns, collectively, "Lender"), and 50 MURRAY STREET ACQUISITION LLC, a Delaware limited liability company, having an address at c/o Clipper Realty, Inc., 46-11 12th Avenue, Suite 1L, Brooklyn, New York 11219 ("Borrower").

BENCHMARK 2018-B2 Mortgage Trust – AMENDED AND RESTATED CO-LENDER AGREEMENT Dated as of January 22, 2018 Between CITI REAL ESTATE FUNDING INC. (Note A-1-A Holder) and CITI REAL ESTATE FUNDING INC. (Note A-1-B Holder) and DEUTSCHE BANK AG, NEW YORK BRANCH (Note A-2 Holder) (February 27th, 2018)

THIS AMENDED AND RESTATED CO-LENDER AGREEMENT (the "Agreement"), dated as of January 22, 2018, is between CITI REAL ESTATE FUNDING INC., a New York corporation ("CREFI"), having an address at 388-390 Greenwich Street, 7th Floor, New York, New York, as Note A-1-A Holder, CREFI, as Note A-1-B Holder, and DEUTSCHE BANK AG, NEW YORK BRANCH, a German bank, authorized by the New York Department of Financial Services ("DB-AG"), having an address at 60 Wall Street, 10th Floor, New York, New York 10005, as Note A-2 Holder.

First Amendment to Third Amended and Restated Credit Agreement (February 26th, 2018)

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of September 22, 2017, is made by and among Summit Midstream Holdings, LLC, a limited liability company organized under the laws of Delaware (the "Borrower"), each of the other Loan Parties party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent") and collateral agent (in such capacity, together with its successors in such capacity, the "Collateral Agent") under the hereinafter-defined Credit Agreement, and the Lenders party hereto.

Registration Rights Agreement (February 26th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of December 28, 2017, by and between CRESTWOOD EQUITY PARTNERS LP, a Delaware limited partnership ("Crestwood"), and CN Jackalope Holdings, LLC, a Delaware limited liability company ("Holdings").

Amendment No. 1 to Loan and Security Agreement (February 23rd, 2018)

THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of October 18, 2017, is entered into by and among LML WAREHOUSE SPV, LLC, a Delaware limited liability company (the "Borrower"), the Lenders party hereto, the Group Agents party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as paying agent (in such capacity, the "Paying Agent") and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such capacity, the "Administrative Agent") and is made in respect of the Loan and Security Agreement, dated as of August 17, 2017 (the "Loan Agreement") among the Borrower, Tesla Finance LLC, a Delaware limited liability company ("TFL"), the Lenders party thereto, the Group Agents party thereto and the Administrative Agent. Defined terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement as amended hereby.

Amendment No. 1 to Amended and Restated Loan and Security Agreement (February 23rd, 2018)

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of October 18, 2017, is entered into by and among TESLA 2014 WAREHOUSE SPV LLC, a Delaware limited liability company (the "Borrower"), TESLA FINANCE LLC, a Delaware limited liability company ("TFL"), the Lenders party hereto, the Group Agents party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as paying agent (in such capacity the "Paying Agent") and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such capacity, the "Administrative Agent") and is made in respect of the Amended and Restated Loan and Security Agreement, dated as of August 17, 2017(the "Loan Agreement") among the Borrower, TFL, the Lenders party thereto, the Group Agents party thereto and the Administrative Agent. Defined terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement as amended hereby.

Employment Agreement (February 21st, 2018)

THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of January 1, 2018 ("Effective Date"), between Gentex Corporation ("Gentex" or "Company") having a place of business at 600 N. Centennial St. Zeeland, Michigan 49464 and Fred T. Bauer, having employee number 300000010 ("Employee") (individually referred to as "Party" and collectively as "Parties").

Stock Redemption Agreement (February 21st, 2018)

This is a Stock Redemption Agreement ("Redemption Agreement") entered into between Gentex Corporation, having a place of business at 600 N. Centennial St., Zeeland, Michigan, (the "Corporation") and Fred T. Bauer ("FTB").

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.

Supplemental Indenture (February 20th, 2018)

This Supplemental Indenture, dated as of February 6, 2018, between Commonwealth Edison Company, a corporation organized and existing under the laws of the State of Illinois (hereinafter called the "Company") having an address at 440 South LaSalle Street, Suite 3300, Chicago, Illinois 60605, party of the first part, BNY Mellon Trust Company of Illinois (formerly known as BNY Midwest Trust Company), a trust company organized and existing under the laws of the State of Illinois having an address at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, and D.G. Donovan, an individual having an address at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, as Trustee and Co-Trustee, respectively, under the Mortgage of the Company dated July 1, 1923, as amended and supplemented by Supplemental Indenture dated August 1, 1944 and the subsequent supplemental indentures hereinafter mentioned, parties of the second part (said Trustee being hereinafter called the

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.