Vermont Sample Contracts

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Master Services Agreement (October 17th, 2017)

THIS MASTER SERVICE AGREEMENT is entered into as of October 16, 2017 among BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario ("Brookfield"), BRP ENERGY GROUP L.P., a limited partnership existing under the laws of the Province of Manitoba ("Canadian Service Provider"), BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba ("Canadian Service Provider II"), BROOKFIELD GLOBAL RENEWABLE ENERGY ADVISOR LIMITED, a company existing under the laws of England ("UK Service Provider"), TERRAFORM POWER, INC., a Delaware corporation ("TERP"), TERRAFORM POWER, LLC, a Delaware limited liability company ("TERP LLC"), and TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company ("TERP Operating").

Bandwidth Inc. – Master Service Agreement (October 13th, 2017)

This Master Service Agreement (Agreement) is made this 14th day of March, 2008 between LEVEL 3 COMMUNICATIONS, LLC (Level 3) and Vixxi Solutions Inc. (Customer). This Agreement provides the general terms and conditions applicable to Customers purchase of communications services (Service) from Level 3.

Davey Tree Expert Co – THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among THE DAVEY TREE EXPERT COMPANY, as Borrower, VARIOUS LENDING INSTITUTIONS, as Banks, KEYBANK NATIONAL ASSOCIATION, (October 12th, 2017)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be further amended, restated, supplemented or otherwise modified, this "Agreement") is made effective as of the 6th day of October, 2017, among:

Wakefern Food Corporation – Stockholders Agreement as of 03.10.16 42905-1 2 E. The Board of Directors and the Stockholders of Wakefern Believe It Is in Wakefern's and Each of the Stockholder's Best Interest to Undertake a Major Capital Expenditure Program in Order to Increase the Merchandise Handling Capacity of Wakefern and to Promote Retail Growth; And F. To Induce One or More Lending Institutions to Provide the Necessary Financing for Such Capital Expenditure Program, the Stockholders Have Agreed, Subject to the Terms and Conditions Contained Herein, to Make Certain Financial Commitments to Wakefern; NOW, THEREFORE, f (October 12th, 2017)
Vici Properties Inc. – CALL RIGHT AGREEMENT (Harrahs Atlantic City) (October 11th, 2017)

THIS CALL RIGHT AGREEMENT (this Agreement) is entered into as of October 6, 2017 (the Effective Date), by and among VICI Properties, L.P., a Delaware limited partnership (Propco), and Caesars Entertainment Corporation, a Delaware corporation (Owner). Propco and Owner are together referred to herein as the Parties, and each individually, a Party.

GWG Holdings, Inc. – Form of Soliciting Dealer Agreement With Emerson Equity, Llc (October 10th, 2017)

Emerson Equity, LLC (the "Dealer Manager") entered into a dealer manager agreement, dated as of ____________, 2017 (the "Dealer Manager Agreement"), with GWG Holdings, Inc., a Delaware corporation (the "Company"), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the "Offering") of up to $1,000,000,000 in aggregate principal amount of the Company's L Bonds ("L Bonds"). The L Bonds will be sold in "Units" at a public offering price of $1,000 per Unit. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.

Indenture DATED AS OF OCTOBER 10, 2017 AMONG Beazer Homes USA, Inc., the Subsidiary Guarantors Named on Schedule I Hereto, AND U.S. Bank National Association, AS TRUSTEE 5.875% SENIOR NOTES DUE 2027 (October 10th, 2017)

INDENTURE, dated as of October 10, 2017, among Beazer Homes USA, Inc., a Delaware corporation (the Company), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, as Trustee.

IA Energy Corp. – Sublease Agreement (September 29th, 2017)

THIS Sublease Agreement, hereinafter referred to as "Sublease," is made and entered into by and between Franco, Inc., a California corporation, hereinafter referred to as "Sublessor," and IA Energy Corp., A Wyoming corporation, hereinafter referred to as "Sublessee."

IA Energy Corp. – Warrant (September 29th, 2017)

This certifies that, for value received, _________________________________ or registered assigns (the "Holder"), is entitled to purchase, this Warrant (the "Exercise Price"), subject to the provisions of this Warrant, from IA Energy, Corp., a corporation organized under the laws of the state of Wyoming, (the "Company"), ____________________________________________ (__________________) shares of the unregistered common stock of the Company (the "Warrant Stock"). Holder may exercise this Warrant at a price of One Dollar ($1.00) per share during the term of the Warrant.

Vici Properties Inc. – CALL RIGHT AGREEMENT (Harrahs Atlantic City) (September 28th, 2017)

THIS CALL RIGHT AGREEMENT (this Agreement) is entered into as of , 2017 (the Effective Date), by and among VICI Properties, L.P., a Delaware limited partnership (Propco), and Caesars Entertainment Corporation, a Delaware corporation (Owner). Propco and Owner are together referred to herein as the Parties, and each individually, a Party.

INCREMENTAL AMENDMENT No. 1 (This Amendment), Dated as of September 20, 2017, Among ARAMARK Services, Inc., a Delaware Corporation (The Company or the U.S. Borrower), ARAMARK INVESTMENTS LIMITED, a Limited Company Incorporated Under the Laws of England and Wales (The U.K. Borrower), ARAMARK CANADA LTD., a Company Organized Under the Laws of Canada (The Canadian Borrower And, Together With the U.S. Borrower and the U.K. Borrower, the Borrowers), ARAMARK INTERMEDIATE HOLDCO CORPORATION, a Delaware Corporation (Holdings), Each Subsidiary Guarantor, Each Euro Term a Lender Party Hereto, Each Addit (September 26th, 2017)

CREDIT AGREEMENT dated as of March 28, 2017 (as may besupplemented by Incremental Amendment No. 1 (as defined below) and as the same may be further amended, supplemented or otherwise modified from time to time, this Agreement), among ARAMARK SERVICES, INC., a Delaware corporation (the U.S. Borrower), ARAMARK CANADA LTD., a company organized under the laws of Canada (the Canadian Borrower), ARAMARK INVESTMENTS LIMITED, a limited company incorporated under the laws of England and Wales (the U.K. Borrower), ARAMARK IRELAND HOLDINGS LIMITED, a company incorporated under the laws of Ireland, ARAMARK REGIONAL TREASURY EUROPE, DESIGNATED ACTIVITY COMPANY, a company incorporated under the laws of Ireland (together with Aramark Ireland Holdings Limited, the Irish Borrowers and each an Irish Borrower), ARAMARK HOLDINGS GMBH & CO. KG, a limited partnership (Kommanditgesellschaft) established under the laws of Germany (the German Borrower) and ARAMARK INTERNATIONAL FINANCE S.A R.L., a private limi

In the United States Bankruptcy Court for the District of Delaware (August 25th, 2017)

The last four digits of Energy Future Holdings Corp.'s tax identification number are 8810. The location of the debtors' service address is 1601 Bryan Street, Dallas, Texas 75201. Due to the large number of debtors in these chapter 11 cases, which are being jointly administered, a complete list of the debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the debtors' claims and noticing agent at http://www.efhcaseinfo.com.

NEF Enterprises, Inc. – Promissory Note (August 25th, 2017)

NOW THEREFORE FOR VALUE RECEIVED, the undersigned, Probility Media Corporation, a Nevada corporation ("Probility"), hereby promises to pay to the order of Ethan Atkin, as Trustee of the Ethan Atkin Revocable Trust dated February 22, 2007 ("Holder"), One Hundred Thousand Dollars ($100,000) (the "Principal"), in lawful money of the United States of America, which shall be legal tender, not bearing interest and payable as provided herein. This Promissory Note (this "Note") is entered into to evidence amounts owed to Holder by Probility under that certain Share Exchange Agreement by and between Probility, Cranbury Associates, LLC, a Vermont limited liability company ("Cranbury"), and Holder, effective as of May 1, 2017 (the "Share Exchange"). Capitalized terms used herein but not otherwise defined have the meanings given to such terms in the Share Exchange.

Agreement (August 25th, 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 August 21, 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"), Sempra Energy, a California corporation ("Parent"), and Power Play Merger Sub I, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub").

NEF Enterprises, Inc. – Lock-Up Agreement (August 25th, 2017)

THIS LOCK-UP AGREEMENT (this "Agreement"), made as of this ____th day of July 2017, by and among, Ethan Atkin (the "Member") and Probility Media Corporation, a Nevada corporation (the "Company").

NEF Enterprises, Inc. – Share Exchange Agreement by and Between Probility Media Corporation, a Nevada Corporation, Cranbury Associates, Llc, a Vermont Limited Liability Company and the Members of Cranbury Associates, Llc Dated July 31, 2017 and Effective May 1, 2017 (August 25th, 2017)

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of this 31st day of July 2017, by and among Probility Media Corporation, a Nevada corporation, having an address at 1517 San Jacinto Street, Houston, Texas 77002 (the "Company") and Cranbury Associates, LLC, a Vermont limited liability company, having an address at 7 Clarendon Ave Suite 2, Montpelier, Vermont 05602 ("Cranbury"), and the person executing this Agreement listed on the signature page hereto under the heading "Cranbury Members" (each referred to as a "Cranbury Member" and collectively referred to as the "Cranbury Members", provided that if Cranbury shall only have one Member, all references herein to the Cranbury Members shall refer only to such sole Cranbury Member), each a "Party" and collectively the "Parties," upon the following premises:

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.