Vermont Sample Contracts

$400,000,000 4.07% Senior Notes, Series A, Due March 13, 2026 (January 11th, 2019)

Paychex of New York LLC, a Delaware limited liability company (the "Company"), and Paychex, Inc., a Delaware corporation (the "Parent" and collectively with the Company, the "Obligors"), jointly and severally, agree with each of the Purchasers as follows:

Consent and Amendment No. 2 to Second Amended and Restated Credit Agreement (January 7th, 2019)

THIS CONSENT AND AMENDMENT No. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated January 2, 2019 (effective as of January 1, 2019), is made and entered into by and among ASURE SOFTWARE, INC., a Delaware corporation ("Borrower"), the Guarantors party hereto, 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") and the Lenders party hereto.

Consolidated Communications Holdings – Contract (January 4th, 2019)

SEVENTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of December 31, 2018, 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 which is a subsidiary of the Company (the "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 Amended and Restated Credit Agreement (December 31st, 2018)
Amended and Restated Term Loan Credit Agreement (December 31st, 2018)
Omega Healthcare Investors, Inc. – Contract (December 20th, 2018)
MEMBERS Life Insurance Co – Application (December 19th, 2018)

[MEMBERS(r) MARKETING NAME] MEMBERS Life Insurance Company Individual Single Premium Deferred Modified Guaranteed Index Annuity [2000 Heritage Way Waverly, IA 50677]

Health Insurance Innovations I – Regulatory Settlement Agreement (December 13th, 2018)

This REGULATORY SETTLEMENT AGREEMENT (the "Agreement") is entered into this 12th day of December, 2018 by and among (i) Health Insurance Innovations, Inc and Health Plan Intermediaries Holdings, LLC (collectively "Company"); (ii) the Florida Department of Financial Services ("FDFS"); (iii) the Indiana Department of Insurance ("IDOI"); (iv) the Kansas Insurance Department ("KID"); (v) the Office of the Montana State Auditor, Commissioner of Securities and Insurance ("MCSI"); (vi) the Utah Insurance Department ("UID") (FDFS, IDOI, KID, MCSI and UID collectively referred to herein as the "Lead States"); and (vii) the insurance-related regulatory bodies of such other jurisdictions choosing to adopt, agree to and approve this Agreement pursuant to the terms hereof (the "Subscribing Jurisdictions") (Subscribing Jurisdictions and Lead States collectively referred to herein as the "Settling Jurisdictions") (the Settling Jurisdictions and Company are collectively referred to herein as the "Part

Ingevity Corp – AGREEMENT FOR THE SALE AND PURCHASE OF Perstorp UK Ltd. (December 10th, 2018)

Clause Page 1. Interpretation 1 2. Sale and Purchase 1 3. Consideration 2 4. Condition Precedent 2 5. Pre-Completion Undertakings 5 6. Completion 11 7. Leakage 12 8. Seller's Warranties 14 9. Limitations on the Seller's Liability 15 10. W&I Insurance 16 11. Purchaser's Warranties and Undertakings 17 12. Post Completion Undertakings 18 13. Restrictive Covenants 19 14. Announcements and Confidentiality 20 15. Notices 22 16. Further Assurance 24 17. Assignments 25 18. Payments 25 19. Taxation 26 20. General 26 21. Whole Agreement 27 22. Governing Law and Jurisdiction 27

Amended and Restated Forbearance Agreement (December 4th, 2018)

This Amended and Restated Forbearance Agreement (this "Agreement") is entered into as of November 30, 2018 (the "Effective Date"), by and between Northern Power Systems, Inc., a Delaware corporation ("Borrower") and Comerica Bank, a Texas banking association ("Bank"), with reference to the following facts:

Blackstone Real Estate Income Trust, Inc. – Distribution Reinvestment Plan (November 13th, 2018)

This Distribution Reinvestment Plan (the "Plan") is adopted by Blackstone Real Estate Income Trust, Inc. (the "Company") pursuant to its Articles of Amendment and Restatement (as amended, restated or otherwise modified from time to time, the "Charter"). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.

Contract (November 9th, 2018)
Contract (November 9th, 2018)
Contract (November 6th, 2018)
Bar Harbor Bankshares, Inc. – Contract (November 6th, 2018)
Pxre Group – Contract (November 6th, 2018)
Amendment No. 3 to Credit Agreement (November 2nd, 2018)
Commitment Agreement (November 2nd, 2018)

The Prudential Insurance Company of America ("Prudential") is pleased to provide, on the following terms, the non-participating single premium group annuity contract, supported by a dedicated separate account and guaranteed by its general account (the "Contract") for the Retirement Plan of International Paper Company (the "Plan") in consideration of the mutual promises made and representations, warranties and covenants contained in this Commitment Agreement (this "Commitment Agreement"). For purposes of this Commitment Agreement, capitalized terms will have the meaning set forth in paragraph 10. By signing this Commitment Agreement, Prudential and International Paper Company (the "Company"), and State Street Global Advisors Trust Company, acting solely in its capacity as the independent fiduciary of the Plan (the "Independent Fiduciary"), agree as follows:

Contract (November 1st, 2018)
Terreno Realty Corp. – Fifth Amended and Restated Senior Credit Agreement Dated as of October 19, 2018 Among Terreno Realty Llc, as Borrower and Keybank National Association as Administrative Agent Keybanc Capital Markets as Joint Lead Arranger Mufg Union Bank, N.A. As Co-Syndication Agent and Joint Lead Arranger Pnc Bank, National Association as Co-Syndication Agent Pnc Capital Markets Llc as Joint Lead Arranger Regions Bank as Co-Syndication Agent Regions Capital Markets as Joint Lead Arranger and the Several Lenders From Time to Time Parties Hereto, as Lenders (October 25th, 2018)
Ford Credit Auto Owner Trust 2018-B – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2018-B, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of October 1, 2018 (October 25th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of October 1, 2018 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2018-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.

First Amendment to Loan Agreement (October 25th, 2018)

This AMENDMENT (this Amendment) dated as of October 19, 2018, to the Loan Agreement, dated as of August 30, 2018 (as amended or otherwise modified prior to the date hereof, the Loan Agreement; the Loan Agreement, as amended by this Amendment, the Amended Loan Agreement), by and among UNITED NATURAL FOODS, INC., a Delaware corporation (UNFI), UNITED NATURAL FOODS WEST, INC., a California corporation (UNFW) and certain Subsidiaries of UNFI party thereto from time to time that become borrowers (each such Subsidiary, together with UNFI and UNFW, collectively, the U.S. Borrowers), UNFI CANADA, INC., a corporation organized under the Canada Business Corporations Act (the Canadian Borrower and, together with the U.S. Borrowers, collectively, the Borrowers), the financial institutions party to the Loan Agreement from time to time as lenders (collectively, Lenders), BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (Administrative Agent), BANK OF AME

Hennessy Capital Acquisition Corp. III – Contract (October 23rd, 2018)
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 19, 2018 Among DYCOM INDUSTRIES, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO FROM TIME TO TIME, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME WELLS FARGO BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Syndication Agents, and CITIZENS BANK, N.A., FIFTH THIRD BANK, PNC BANK, NATIONAL ASSOCIATION, BRANCH BANKING & TRUST COMPANY, BMO HARRIS BANK N.A., CAPITAL ONE, N.A., MUFG BANK, LTD., REGIONS BANK and TD (October 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 19, 2018 among DYCOM INDUSTRIES, INC., a Florida corporation (the "Borrower"), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (each, as defined herein).

Ford Credit Auto Owner Trust 2018-B – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2018-B, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of October 1, 2018 (October 18th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of October 1, 2018 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2018-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.

Employment Agreement (October 17th, 2018)

This Employment Agreement (the "Agreement") among UNITED RENTALS, INC., UNITED RENTALS (NORTH AMERICA), INC., both Delaware corporations, each having a principal place of business at 100 First Stamford Place - Suite 700, Stamford, CT 06902 (United Rentals, Inc. and its subsidiaries and other affiliates are referred to collectively as the "Company"), and ANDREW LIMOGES ("Employee" or "you") is hereby entered into as of October 12, 2018.

Employment Agreement (October 12th, 2018)
Execution Version AMENDMENT NO. 7 (This "Amendment"), Dated as of October 1, 2018, Among ARAMARK Services, Inc., a Delaware Corporation (The "Company" or the "U.S. Borrower"), ARAMARK INTERMEDIATE HOLDCO CORPORATION, a Delaware Corporation ("Hold- Ings"), Each of the Other Borrowers (As Defined in the Existing Credit Agreement (As Defined Be- Low)), Each Subsidiary Guarantor, Each of the Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties (In Such Capacities, the "Agent") to the Credit Agreement, Dated as of (October 4th, 2018)
Hd Supply Holdings Inc. – Separation Agreement & Release of Claims (October 2nd, 2018)

This is a Separation Agreement and Release of Claims (Agreement or Release) between HD Supply, Inc., HD Supply Holdings, Inc., their subsidiaries, affiliates, predecessors, and related entities (hereinafter collectively referred to as the Company) and William P. Stengel (the Employee).

Blackstone / GSO Secured Lending Fund – Subscription Agreement: Each Investor Should Fill in the Amount of the Capital Commitment (As Defined Herein) on the Signature Page of the Subscription Agreement. Each Investor Should Date, Print the Name of the Investor and Sign (And Print Name, Capacity and Title of Signatory, if Applicable) on the Signature Page to the Subscription Agreement and Provide a Copy of Government- Issued Photo Identification for Each Signatory. Each Investor Should Complete the Appropriate Acknowledgment Form (Making Any Changes Necessary to Reflect the Investors Particular Circumstances) and Have the Form Notariz (October 1st, 2018)
Davey Tree Expert Co – The DAVEY TREE EXPERT COMPANY $50,000,000 3.99% Senior Notes, Series A, Due September 21, 2028 and Private Shelf Facility NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Dated as of September 21, 2018 (September 27th, 2018)

THE DAVEY TREE EXPERT COMPANY, an Ohio corporation (the "Issuer"), agrees with Prudential and each of the Purchasers as follows:

CNH Equipment Trust 2018-B – ASSET REPRESENTATIONS REVIEW AGREEMENT CNH EQUIPMENT TRUST 2018-B, as Issuing Entity and NEW HOLLAND CREDIT COMPANY, LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer (September 26th, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this Agreement), entered into as of the 1st day of September 2018, by and among CNH EQUIPMENT TRUST 2018-B, a Delaware statutory trust (the Issuing Entity), NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability company (the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the Asset Representations Reviewer).

As Canadian Borrower LOAN AGREEMENT Dated as of August 30, 2018 (September 24th, 2018)

them in Article 1, 8 or 9 of the New York UCC. If a term is defined in Article 9 of the New York UCC and another Article of the UCC, such term shall have the meaning assigned to it in Article 9 of the New York UCC.

CNH Equipment Trust 2018-B – ASSET REPRESENTATIONS REVIEW AGREEMENT CNH EQUIPMENT TRUST 2018-B, as Issuing Entity and NEW HOLLAND CREDIT COMPANY, LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer (September 20th, 2018)

This ASSET REPRESENTATIONS REVIEW AGREEMENT (this Agreement), entered into as of the 1st day of September 2018, by and among CNH EQUIPMENT TRUST 2018-B, a Delaware statutory trust (the Issuing Entity), NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability company (the Servicer) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the Asset Representations Reviewer).

Streamline Health Solutions, Inc. – Employment Agreement (September 12th, 2018)

This EMPLOYMENT AGREEMENT (together with Exhibit A, the "Agreement") is entered as of September 10th, 2018, by and between Streamline Health Solutions, Inc., a Delaware corporation with its headquarters in Atlanta, Georgia (the "Company"), and Thomas J. Gibson, a resident of the state of Georgia ("Executive").