Vermont Sample Contracts

Prosper Funding LLC – Warrant Agreement (August 14th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of February 27, 2017, is made by and among Prosper Marketplace, Inc., a Delaware corporation (the "Company"), PF WarrantCo Holdings, LP, a Delaware limited partnership (the "Warrant Holder"), and solely with respect to its rights, and the performance of its obligations, set forth in [***] hereof, New Residential Investment Corp., a Delaware corporation ("NRZ").

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 7, 2017 Among TEXAS ROADHOUSE, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent JPMORGAN CHASE BANK, N.A., PNC CAPITAL MARKETS LLC and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners (August 10th, 2017)

This AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is entered into as of August 7, 2017, among TEXAS ROADHOUSE, INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), each L/C Issuer from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swing Line Lender.

Fogo de Chao, Inc. – Fogo De Chao, Inc. 2015 Omnibus Incentive Plan NOTICE OF RESTRICTED STOCK AWARD (August 9th, 2017)

You have been granted a restricted stock award (this "Award" or "Restricted Stock") on the following terms and subject to the provisions of Attachment A and the Fogo de Chao, Inc. 2015 Omnibus Incentive Plan (the "Plan"). Unless defined in this award agreement (including Attachment A and Exhibit A therein, this "Agreement"), capitalized terms will have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan will prevail.

Brighthouse Financial, Inc. – Tax Separation Agreement (August 9th, 2017)

This Tax Separation Agreement (the Agreement) is entered into as of the 27th day of July 2017, between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

Brighthouse Financial, Inc. – MASTER SEPARATION AGREEMENT BETWEEN METLIFE, INC. AND BRIGHTHOUSE FINANCIAL, INC. Dated August 4, 2017 (August 9th, 2017)

This MASTER SEPARATION AGREEMENT (this Agreement) is made effective as of August 4, 2017, by and between MetLife, Inc., a Delaware corporation (MetLife), and Brighthouse Financial, Inc., a Delaware corporation (the Company). Each of MetLife and the Company shall be referred to herein as a Party and, together, the Parties.

Brighthouse Financial, Inc. – TAX RECEIVABLES AGREEMENT Dated as of July 27, 2017 Between MetLife, Inc. And Brighthouse Financial, Inc. (August 9th, 2017)

This TAX RECEIVABLES AGREEMENT (as amended from time to time, this Agreement), is hereby entered into by and between MetLife, Inc., a Delaware corporation (MetLife) and Brighthouse Financial, Inc., a Delaware corporation (Brighthouse).

Hanover Capital Mortgage Holdings, Inc. – Subservicing Agreement (August 9th, 2017)
Joinder and Second Amendment to Amended and Restated Loan and Security Agreement (August 7th, 2017)

This Joinder and Second Amendment to Amended and Restated Loan and Security Agreement (the "Amendment") is made as of the 10th day of April, 2017, by and among:

MASTER SEPARATION AGREEMENT BETWEEN METLIFE, INC. AND BRIGHTHOUSE FINANCIAL, INC. Dated August 4, 2017 (August 7th, 2017)

This MASTER SEPARATION AGREEMENT (this Agreement) is made effective as of August 4, 2017, by and between MetLife, Inc., a Delaware corporation (MetLife), and Brighthouse Financial, Inc., a Delaware corporation (the Company). Each of MetLife and the Company shall be referred to herein as a Party and, together, the Parties.

Tax Separation Agreement (August 7th, 2017)

This Tax Separation Agreement (the Agreement) is entered into as of the 27th day of July 2017, between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

Cole Credit Property Trust V, Inc. – Up to $1,500,000,000 of Shares of Class a Common Stock and Class T Common Stock SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT August 1, 2017 (August 2nd, 2017)

This Second Amended and Restated Dealer Manager Agreement (the "Agreement") amends, restates and replaces in full that certain Amended and Restated Dealer Manager Agreement dated April 29, 2016 by and between Cole Credit Property Trust V, Inc., a Maryland corporation (the "Company"), and Cole Capital Corporation (the "Dealer Manager"), as amended by that certain Amendment No. 1 to Amended and Restated Dealer Manager Agreement between the Company and the Dealer Manager dated October 5, 2016.

CREDIT AGREEMENT+ Among ENOVA INTERNATIONAL, INC., as a Borrower and the Parent, CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT FROM TIME TO TIME PARTY HERETO, as Borrowers, CERTAIN RESTRICTED SUBSIDIARIES OF THE PARENT FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and TBK BANK, SSB, as Administrative Agent and Collateral Agent Dated as of June 30, 2017 JEFFERIES FINANCE LLC and TBK BANK, SSB, as Joint Lead Arrangers and Joint Lead Bookrunners (August 2nd, 2017)

THIS CREDIT AGREEMENT, dated as of June 30, 2017, is by and among ENOVA INTERNATIONAL, INC., a Delaware corporation ("Parent"), certain wholly-owned Restricted Subsidiaries (as hereinafter defined) of the Parent party hereto from time to time as borrowers (each such person and the Parent, individually, a "Borrower" and collectively, jointly and severally, the "Borrowers"), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and TBK BANK, SSB, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the "Administrative Agent").

UNDERWRITING AGREEMENT United States Steel Corporation (August 2nd, 2017)

United States Steel Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $750,000,000 principal amount of its 6.875% Senior Notes due 2025 (the "Securities"). The Securities will be issued pursuant to an indenture dated as of May 21, 2007 (the "Base Indenture") between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), as heretofore supplemented and amended and as to be further supplemented and amended by an Eighth Supplemental Indenture, to be dated as of August 4, 2017, to the Base Indenture relating to the Securities (the "Supplemental Indenture" and, together with the Base Indenture and any other amendments or supplements thereto, the "Indenture"), between the Company and the Trustee.

Coca-Cola Plaza Atlanta, Georgia (July 27th, 2017)

We thank you very much for all of your contributions to the Coca-Cola system. This letter outlines the terms of your separation. All applicable elements of your separation package will be paid under the terms of the relevant policies and plans of The Coca-Cola Company (the "Company").

Bank 2017-Bnk6 – Mortgage Loan Purchase Agreement (July 27th, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of July 14, 2017, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Coca-Cola Plaza Atlanta, Georgia (July 27th, 2017)

We thank you very much for all of your contributions to the Coca-Cola system. This letter outlines the terms of your separation. All applicable elements of your separation package will be paid under the terms of the relevant policies and plans of The Coca-Cola Company (the "Company").

MidAmerican Energy Holdings Company – AGREEMENT AND PLAN OF MERGER by and Among BERKSHIRE HATHAWAY ENERGY COMPANY, ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, and ENERGY FUTURE HOLDINGS CORP. Dated as of July 7, 2017 (July 7th, 2017)

This AGREEMENT AND PLAN OF MERGER (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this Agreement), dated as of July 7, 2017, is by and among Energy Future Holdings Corp., a Texas corporation (the Company), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (EFIH), Berkshire Hathaway Energy Company, an Iowa corporation (Parent), O.E. Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (EFH Merger Sub), O.E. Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of EFH Merger Sub (EFIH Merger Sub), and O.E. Merger Sub III, LLC, a Delaware limited liability company and direct wholly owned subsidiary of EFIH Merger Sub (Oncor Holdings Merger Sub and together with EFH Merger Sub and EFIH Merger Sub, the Merger Subs).

MidAmerican Energy Holdings Company – In the United States Bankruptcy Court for the District of Delaware (July 7th, 2017)

The Debtors (as defined herein) propose this joint plan of reorganization for the resolution of the outstanding claims against, and interests in, the Debtors pursuant to the Bankruptcy Code. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I.A of the Plan. Holders of Claims and Interests should refer to the EFH Disclosure Statement for a discussion of the Debtors history, businesses, assets, results of operations, historical financial information, events during the Chapter 11 Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to an order of the Bankruptcy Court. Accordingly, the Plan constitutes a separate plan of reorganization for each of t

Consolidated Communications Holdings – Contract (July 7th, 2017)

FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of July 3, 2017, among Consolidated Communications, Inc., an Illinois corporation (as successor to Consolidated Communications Finance II Co., the "Company"), the Guarantors listed on the signature page hereto each of which is a subsidiary of the Company (the "New Guarantors"), and Wells Fargo Bank, National Association, a national banking association (or its permitted successor), as trustee under the Indenture referred to below (the "Trustee"). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

Second Amendment to the Transfer and Contribution Agreement (July 6th, 2017)

This TRANSFER AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of December 31, 2015 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the Originators, and each an Originator), FIRST DATA CORPORATION, as initial Servicer (as defined below) (First Data), and FIRST DATA RECEIVABLES, LLC, a Delaware limited liability company (the Company).

Newpark Resources, Inc. – Amended and Restated Employment Agreement (July 3rd, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") dated July 1, 2017 ("Effective Date") is entered into by Newpark Resources, Inc. (the "Company"), a Delaware corporation, and Bruce Smith (the "Executive ") and is intended to incorporate and accurately reflect all prior negotiations, discussions, or agreements between the Parties. Executive and the Company may sometimes be referenced herein individually as "Party" or collectively as the "Parties."

Newpark Resources, Inc. – Employment Agreement (July 3rd, 2017)

THIS EMPLOYMENT AGREEMENT ("Agreement") dated July 1, 2017 ("Effective Date") is entered into by Newpark Resources, Inc. (the "Company"), a Delaware corporation, and Phillip T. Vollands (the "Executive ") and is intended to incorporate and accurately reflect all prior negotiations, discussions, or agreements between the Parties. Executive and the Company may sometimes be referenced herein individually as "Party" or collectively as the "Parties."

Ford Credit Auto Receivables Two Llc – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2017-B, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of June 1, 2017 (June 29th, 2017)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of June 1, 2017 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2017-B, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer.

DBJPM 2017-C6 Mortgage Trust – Contract (June 29th, 2017)
Lease Agreement (June 23rd, 2017)

This Lease Agreement (the "Lease") is by and between MALONE 29 PITMAN ROAD PROPERTIES, LLC, a Vermont limited liability company with a place of business in Montpelier, Vermont (the "Landlord") and NORTHERN POWER SYSTEMS, INC., a Delaware corporation with a place of business in Barre, Vermont (the "Tenant").

Contura Energy, Inc. – First Amendment to Credit Agreement (June 22nd, 2017)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of June 13, 2017, by and among CONTURA ENERGY, INC., a Delaware corporation (the "Borrower"), each of the Guarantors (as defined in the Credit Agreement referred to below), the Lenders (as defined below) that are parties hereto, and JEFFERIES FINANCE LLC, in its capacity as administrative agent (the "Administrative Agent") and collateral agent (the "Collateral Agent") for the Lenders.

Ford Credit Auto Receivables Two Llc – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2017-B, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of June 1, 2017 (June 22nd, 2017)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of June 1, 2017 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2017-B, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer.

Invacare Corporation $105,000,000 4.50% Convertible Senior Notes Due 2022 Purchase Agreement (June 14th, 2017)
Vermont Pure Holdings, Ltd. – Third AMENDMENT AGREEMENT (June 13th, 2017)

THIRD AMENDMENT AGREEMENT (this "Amendment"), dated as of June 13, 2017 and effective as of the Amendment Effective Date, by and among Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. ("Holdings"), Crystal Rock LLC ("Crystal Rock", and together with Holdings, collectively, the "Borrowers"), Bank of America, N.A. ("Bank of America") and the other lending institutions party to the Credit Agreement (as defined below) as lenders (together with Bank of America, collectively, the "Lenders"), and Bank of America, as administrative agent (the "Administrative Agent") for itself and the other Lenders with respect to that certain Second Amended and Restated Credit Agreement dated as of May 20, 2015 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement").

British American Tobacco p.l.c. – Reynolds American Inc. (RAI) Is Pleased to Offer You This Letter Agreement in Connection With the Completion of the Transactions Described in That Certain Agreement and Plan of Merger, Dated as of January 16, 2017, Among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporation and RAI (The Merger Agreement). This Letter Agreement Will Be Binding Immediately Upon Its Execution, But, Notwithstanding Any Provision of This Letter Agreement to the Contrary, This Letter Agreement Will Not Become Effective or Operative (And Neither Party Will Have Any Obligation Hereunder) (June 2nd, 2017)
Reynolds American Inc. (RAI) Is Pleased to Offer You This Letter Agreement in Connection With the Completion of the Transactions Described in That Certain Agreement and Plan of Merger, Dated as of January 16, 2017, Among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporation and RAI (The Merger Agreement). This Letter Agreement Will Be Binding Immediately Upon Its Execution, But, Notwithstanding Any Provision of This Letter Agreement to the Contrary, This Letter Agreement Will Not Become Effective or Operative (And Neither Party Will Have Any Obligation Hereunder) (May 31st, 2017)
Mylan B.V. – MYLAN N.V. FLOATING RATE SENIOR NOTES DUE 2020 INDENTURE Dated as of May 24, 2017 CITIBANK, N.A., LONDON BRANCH as Trustee, Paying Agent, Transfer Agent, Registrar and Calculation Agent (May 31st, 2017)

INDENTURE, dated as of May 24, 2017, among Mylan N.V., a public limited liability company (naamloze vennootschap) incorporated and existing under the laws of the Netherlands, as issuer, Mylan Inc., a Pennsylvania corporation, as guarantor, and Citibank, N.A., London Branch, as trustee.

CF Corp – Agreement and Plan of Merger (May 31st, 2017)

This AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this "Agreement"), dated as of May 24, 2017, is by and among CF Corporation, a Cayman Islands exempted corporation ("CF Corp"), FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp ("Parent"), FGL Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Fidelity & Guaranty Life, a Delaware corporation (the "Company").

Reynolds American Inc. (RAI) Is Pleased to Offer You This Letter Agreement in Connection With the Completion of the Transactions Described in That Certain Agreement and Plan of Merger, Dated as of January 16, 2017, Among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporation and RAI (The Merger Agreement). This Letter Agreement Will Be Binding Immediately Upon Its Execution, But, Notwithstanding Any Provision of This Letter Agreement to the Contrary, This Letter Agreement Will Not Become Effective or Operative (And Neither Party Will Have Any Obligation Hereunder) (May 31st, 2017)
Loop Industries, Inc. – Agreement for Services (May 30th, 2017)

This agreement for services ("Agreement") is made by and between Loop Industries, Inc. ("Service Provider"), and Drinkfinity usa, Inc. ("Drinkfinity" or "Buyer"), for itself and on behalf of its affiliates, divisions and subsidiaries ("Affiliates"). Drinkfinity and Service Provider may each be referred to individually as a "Party" or collectively as the "Parties" hereunder.