Item 2(j) – Custodian Agreement CUSTODIAN AGREEMENT between U.S. BANK NATIONAL ASSOCIATION, as Custodian, and MANDATORY EXCHANGEABLE TRUST Dated as of June 10, 2016Custodian Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
CUSTODIAN AGREEMENT (this “Agreement”), dated as of June 10, 2016, between U.S. Bank National Association, a national banking association (the “Custodian”), and Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of June 1, 2016 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
Item 2(k)(5) – Fund Indemnity Agreement FUND INDEMNITY AGREEMENT among WEST RAPTOR HOLDINGS, LLC, as Shareholder U.S. BANK NATIONAL ASSOCIATION, as Service Provider and MANDATORY EXCHANGEABLE TRUST Dated as of June 10, 2016Fund Indemnity Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
FUND INDEMNITY AGREEMENT (this “Agreement”), dated as of June 10, 2016, among West Raptor Holdings, LLC, a Delaware limited liability company (the “Shareholder”), U.S. Bank National Association, a national banking association (the “Service Provider”), for itself in its capacities as Administrator, Custodian, Collateral Agent and Paying Agent for Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of June 1, 2016 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”), and the Trust.
SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
This SECURITIES ACCOUNT CONTROL AGREEMENT (the “Agreement”) dated as of June 10, 2016 is made by and among West Raptor Holdings, LLC, a Delaware limited liability company (the “Pledgor”), U.S. Bank National Association, a national banking association, as collateral agent for the benefit of Purchaser (as defined below) (“the Secured Party”), and U.S. Bank National Association in its capacity as a “securities intermediary” (as defined in Section 8-102 of the UCC (in such capacity, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Collateral Agreement dated as of June 10, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Collateral Agreement”), among the Pledgor and the other persons party thereto. All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York;
Item 2(k)(2) – Forward Purchase Agreement FORWARD PURCHASE AGREEMENT between WEST RAPTOR HOLDINGS, LLC, as Shareholder, and MANDATORY EXCHANGEABLE TRUST, as Purchaser Dated as of June 10, 2016Forward Purchase Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
FORWARD PURCHASE AGREEMENT (this “Agreement”), dated as of June 10, 2016, between West Raptor Holdings, LLC, a Delaware limited liability company (“Shareholder”), and Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of June 1, 2016 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”).
Item 2(k)(1) – Administration AgreementAdministration Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
ADMINISTRATION AGREEMENT (this “Agreement”), dated as of June 10, 2016, between U.S. Bank National Association, a national banking association (the “Administrator”), and Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of June 1, 2016 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
PURCHASE AGREEMENTPurchase Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
Mandatory Exchangeable Trust, a trust duly created under the laws of the State of New York (such trust and the trustees thereof acting in their capacities as such being referred to herein as the “Trust”), subject to the terms and conditions stated herein, agrees to issue and sell to the Initial Purchasers the Securities (as defined below) as set forth below.
Item 2(a) – Amended and Restated Trust AgreementTrust Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), dated as of June 1, 2016, among Ruth K. Lavelle, as settlor or trustor (the “Settlor”), Gregory F. Lavelle, as the prior trustee, and Donald J. Puglisi, William R. Latham, III and James B. O’Neill, as trustees (the “Trustees”), constituting the Mandatory Exchangeable Trust (the “Trust”).
Item (2)(4) – Paying Agent AgreementPaying Agent Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
PAYING AGENT AGREEMENT (this “Agreement”), dated as of June 10, 2016, between U.S. Bank National Association, a national banking association (the “Paying Agent”), and Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of June 1, 2016 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as the “Trust”).
Item 2(k)(3) – Collateral AgreementCollateral Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
COLLATERAL AGREEMENT (this “Agreement”), dated as of June 10, 2016, among West Raptor Holdings, LLC, a Delaware limited liability company (“Pledgor”), U.S. Bank National Association, a national banking association, as collateral agent hereunder (the “Collateral Agent”) for the benefit of the Mandatory Exchangeable Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of June 1, 2016 (such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”), and Purchaser.
Item 2(k)(6) – MES ADS Letter Agreement Alibaba Group Holding LimitedMes Ads Letter Agreement • October 19th, 2016 • Mandatory Exchangeable Trust • New York
