Wisconsin Sample Contracts

Asset Purchase Agreement (January 15th, 2019)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into and effective as of January 11, 2019, by and among GlyEco, Inc., a Nevada corporation ("GlyEco"), GlyEco Acquisition Corp #1, an Arizona corporation ("Acquisition Corp #1"), GlyEco Acquisition Corp #2, an Arizona corporation ("Acquisition Corp #2"), GlyEco Acquisition Corp #3, an Arizona corporation ("Acquisition Corp #3"), GlyEco Acquisition Corp #5, an Arizona corporation ("Acquisition Corp #5"), GlyEco Acquisition Corp #6, an Arizona corporation ("Acquisition Corp #6"), GlyEco Acquisition Corp #7, an Arizona corporation ("Acquisition Corp #7", and collectively with GlyEco, Acquisition Corp #1, Acquisition Corp #2, Acquisition Corp #3, Acquisition Corp #5 and Acquisition Corp #6, referred to herein as "Seller"), and Heritage-Crystal Clean, LLC, an Indiana limited liability company ("Purchaser").

US$750,000,000 CREDIT AGREEMENT Dated as of January 11, 2019 Among Johnson Controls International Plc, as Borrower, the Lenders Parties Hereto and U.S. Bank National Association, as Administrative Agent U.S. Bank National Association, Sole Lead Arranger and Sole Bookrunner (January 11th, 2019)
Kaleido Biosciences, Inc. – Kaleido Biosciences, Inc. 2015 Stock Incentive Plan (January 11th, 2019)
$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:

Jason Industries, Inc. – Indenture (January 10th, 2019)

THIS INDENTURE, dated as of ______________, between Jason Industries, Inc., a Delaware corporation (the "Company"), and ___________________, a national banking association, as trustee (the "Trustee").

Jason Industries, Inc. – Indenture (January 10th, 2019)

THIS INDENTURE, dated as of ______________, between Jason Industries, Inc., a Delaware corporation (the "Company"), and ___________________, a national banking association, as trustee (the "Trustee").

Minn Shares Inc – Equipment Lease Agreement (January 10th, 2019)

This EQUIPMENT LEASE AGREEMENT (this "Agreement") is entered into January 2, 2019 (the "Effective Date"), by and between Sheehy Enterprises, Inc., a Wisconsin corporation (the "Lessor"), and Sheehy Mail Contractors, Inc., a Wisconsin corporation (the "Lessee"). The Lessor and the Lessee may be referred to individually in this Agreement as a "Party" and collectively as the "Parties."

Minn Shares Inc – Contract (January 10th, 2019)
Minn Shares Inc – Contract (January 10th, 2019)
AMENDMENT NO. 9 Dated as of November 30, 2018 to PURCHASE AND SALE AGREEMENT Dated as of November 30, 2000 (January 9th, 2019)

This AMENDMENT NO. 9 (this "Amendment"), dated as of November 30, 2018, is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO AS REMAINING ORIGINATORS (each, a "Remaining Originator"; and collectively, the "Remaining Originators"), WORTHINGTON TORCH, LLC, an Ohio limited liability company (the "Released Originator"), and WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation (the "Company").

Promissory Note (January 8th, 2019)

FOR VALUE RECEIVED, the undersigned Sonic Foundry, Inc., a Maryland Corporation ("Borrower") promises to pay to Mark Burish, a Wisconsin resident ("Lender"), the principal sum of One Million Dollars (US $1,000,000.00), with interest on the unpaid principal balance at the rate of 9.25% percent per annum. Interest accrued on this Note shall be due and payable on each December , or the next business day if such day is not a day on which the national banking associations are open for business, of each year during the term of this Note. The then outstanding principal balance of this Note, plus any then unpaid accrued interest, shall be due and payable on January 4, 2020, or the next business day if such day is not a day on which the national banking associations are open for business. This Note may be prepaid at any time without penalty. All payments due under this Note shall be payable at 33 East Main Street, Suite 400, Madison, Wisconsin 53703, or such other place as may be designated

Douglas Dynamics – AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (Robert McCormick) (January 4th, 2019)

This AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT (Amendment) is made and entered into, effective as of January 1, 2019 (the Effective Date), by and between Robert McCormick (Executive) and Douglas Dynamics, Inc., a Delaware corporation (the Company).

Air T, Inc. – Contract (January 4th, 2019)
Douglas Dynamics – Contract (January 4th, 2019)
Orion Energy Systems – Orion Energy Systems, Inc. Amendment to Rights Agreement (January 3rd, 2019)
Strattec Security Corporation – Contract (December 31st, 2018)
UBS Commercial Mortgage Trust 2018-C15 – Mortgage Loan Purchase Agreement (December 28th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of December 18, 2018, between Societe Generale, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and UBS Commercial Mortgage Securitization Corp., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Equity Purchase Agreement by and Between Lamar Media Corp., Fmg Outdoor Holdings, Llc, Gtcr/Fmg Blocker Corp., Ncp Fairway, Inc., the Sellers Identified Herein And, Solely in Its Capacity as Representative, Gtcr Fund Xi/B Lp Dated as of December 21, 2018 (December 28th, 2018)
Retirement Agreement (December 28th, 2018)

I am pleased to confirm in this letter (the "Agreement") the terms and conditions related to your planned retirement from Badger Meter, Inc. ("Badger Meter" or the "Company"). This Agreement shall become effective upon being signed by you and the Company. The benefits and support described herein are not being provided in connection with any existing formal or informal benefit plans or benefit arrangements. Rather, the benefits and support described herein are being provided as the result of your specialized role, involvement, and support for recent executive transition activities, including the planned and ongoing transitions of the Chief Executive Officer, Chief Financial Officer, and VP - Controller roles. The expectation is you will continue to support these ongoing transition activities from signing of this Agreement until your eventual retirement from the Company as described below.

UBS Commercial Mortgage Trust 2018-C15 – Contract (December 28th, 2018)
GMF Leasing LLC – ACAR LEASING LTD., as Borrower, AMERICREDIT FINANCIAL SERVICES, INC., as Lender and as Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as Collateral Agent SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of January 24, 2018 (December 28th, 2018)

SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of January 24, 2018 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the Agreement), among ACAR LEASING LTD., a Delaware statutory trust (the Borrower), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation as lender (in such capacity, the Lender) and as servicer (in such capacity, the Servicer), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (Wells Fargo), as administrative agent (in such capacity, the Administrative Agent) and as collateral agent for the Secured Parties (in such capacity, the Collateral Agent).

Tcr2 Therapeutics Inc. – Contract (December 28th, 2018)
UBS Commercial Mortgage Trust 2018-C15 – Contract (December 28th, 2018)
Benchmark 2018-B8 Mortgage Trust – CO-LENDER AGREEMENT Dated as of December 27, 2018 by and Between CITI REAL ESTATE FUNDING INC. (Initial Note A-1 Holder) and CITI REAL ESTATE FUNDING INC. (Initial Note A-2 Holder) Kawa Mixed Use Portfolio Loan (December 27th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated and effective as of December 27, 2018, by and between CITI REAL ESTATE FUNDING INC. ("CREFI" and together with its successors and assigns in interest, in its capacity as owner of Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent"), CREFI (together with its successors and assigns in interest, in its capacity as owner of Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder and the Note A-2 Holder, the "Initial Note Holders").

SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and Among WABASH NATIONAL CORPORATION, THE SUBSIDIARIES OF WABASH NATIONAL CORPORATION IDENTIFIED ON THE SIGNATURE PAGES HEREOF AND THE ADDITIONAL BORROWERS FROM TIME TO TIME PARTY HERETO, as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC as the Administrative Agent, Joint Lead Arranger and Joint Bookrunner, and CITIZENS BUSINESS CAPITAL, a Division of Citizens Asset Finance, Inc., as Syndication Agent, Joint Lead Arranger and Joint Bookrunner, Dated as of December 21, 2018 (December 27th, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of December 21, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as joint lead arranger, joint bookrunner and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), CITIZENS BUSINESS CAPITAL, a division of Citizens Asset Finance, Inc., as joint lead arranger, joint bookrunner and syndication agent (in such capacity, the "Syndication Agent"), WABASH NATIONAL CORPORATION, a Delaware corporation ("Wabash"), the Subsidiaries of Wabash identified on the signature pages hereof and the Additional Borrowers from time to time party thereto (such Additional Borrowers and s

Benchmark 2018-B8 Mortgage Trust – CO-LENDER AGREEMENT Dated as of December 27, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) 1421 West Shure Drive (December 27th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of December 27, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Benchmark 2018-B8 Mortgage Trust – CO-LENDER AGREEMENT Dated as of July 13, 2018 by and Between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) Sheraton Music City (December 27th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of July 13, 2018 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder") and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Benchmark 2018-B8 Mortgage Trust – CO-LENDER AGREEMENT Dated as of December 27, 2018 by and Between GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1 Holder) and GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-2 Holder) 145 Clinton (December 27th, 2018)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of December 27, 2018 by and between GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the "Initial Note A-1 Holder", and in its capacity as the initial agent, the "Initial Agent") and GSMC together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder" and, together with the Initial Note A-1 Holder, the "Initial Note Holders").

Benchmark 2018-B8 Mortgage Trust – Contract (December 27th, 2018)
Benchmark 2018-B8 Mortgage Trust – Contract (December 27th, 2018)
Benchmark 2018-B8 Mortgage Trust – Contract (December 27th, 2018)
Benchmark 2018-B8 Mortgage Trust – Contract (December 27th, 2018)
Benchmark 2018-B8 Mortgage Trust – Contract (December 27th, 2018)
Benchmark 2018-B8 Mortgage Trust – Contract (December 27th, 2018)
Morgan Stanley Capital I Trust 2018-H4 – Primary Servicing Agreement (December 26th, 2018)

THIS PRIMARY SERVICING AGREEMENT dated as of December 1, 2018 is between Midland Loan Services, a Division of PNC Bank, National Association (together with its successors and assigns permitted under the PSA, the "Master Servicer" or "Midland"), and Berkeley Point Capital LLC d/b/a Newmark Knight Frank (together with its successors and permitted assigns hereunder, the "Primary Servicer").