FIVE-YEARCredit Agreement • October 26th, 2005 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledOctober 26th, 2005 Company Industry Jurisdiction
ANDRights Agreement • May 3rd, 2000 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledMay 3rd, 2000 Company Industry Jurisdiction
EXHIBIT 10(a) AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 4th, 1999 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Georgia
Contract Type FiledJune 4th, 1999 Company Industry Jurisdiction
as Issuer andValspar Corp • July 18th, 2005 • Paints, varnishes, lacquers, enamels & allied prods • New York
Company FiledJuly 18th, 2005 Industry Jurisdiction
FIVE-YEARCredit Agreement • January 25th, 2001 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledJanuary 25th, 2001 Company Industry Jurisdiction
Exhibit 1(a) FORM OF UNDERWRITING AGREEMENT THE VALSPAR CORPORATIONValspar Corp • May 14th, 1999 • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
Company FiledMay 14th, 1999 Industry Jurisdiction
364-DAYCredit Agreement • November 30th, 2007 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledNovember 30th, 2007 Company Industry Jurisdiction
EXHIBIT 1.1 The Valspar Corporation $200,000,000 5.625% Notes due 2012 $150,000,000 6.050% Notes due 2017 UNDERWRITING AGREEMENTValspar Corp • April 18th, 2007 • Paints, varnishes, lacquers, enamels & allied prods • New York
Company FiledApril 18th, 2007 Industry Jurisdiction
Percent of Net Sales) -------------------------------------------------------------------------- Fiscal Years 1995 1994 1993 1992 1991 -------------------------------------------------------------------------- Consumer Coatings 34 31 29 29 30...Valspar Corp • January 25th, 1996 • Paints, varnishes, lacquers, enamels & allied prods
Company FiledJanuary 25th, 1996 Industry
Exhibit 10(o) FIRST AMENDMENT dated as of November 15, 2001 (this "Amendment"), among THE VALSPAR CORPORATION, a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party thereto; the LENDERS party hereto; and THE CHASE...Valspar Corp • January 24th, 2002 • Paints, varnishes, lacquers, enamels & allied prods • New York
Company FiledJanuary 24th, 2002 Industry Jurisdiction
US$150,000,000Credit Agreement • January 24th, 2002 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledJanuary 24th, 2002 Company Industry Jurisdiction
Exhibit 4(c) THE VALSPAR CORPORATION 6% Notes due 2007 FIRST SUPPLEMENTAL INDENTURE Dated as of April 30, 2002First Supplemental Indenture • January 23rd, 2003 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledJanuary 23rd, 2003 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER by and among THE VALSPAR CORPORATION, THE SHERWIN- WILLIAMS COMPANY and VIKING MERGER SUB, INC. Dated as of March 19, 2016Agreement and Plan of Merger • March 21st, 2016 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Delaware
Contract Type FiledMarch 21st, 2016 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 19, 2016, is by and among The Valspar Corporation, a Delaware corporation (the “Company”), The Sherwin-Williams Company, an Ohio corporation (“Parent”), and Viking Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
Exhibit 4(b) EXHIBIT A - FORM OF NOTE THE VALSPAR CORPORATION ___% NOTE DUE ____ $________________________ No. ___________________ The Valspar Corporation, a Delaware corporation (herein called the "Company"), for value received, hereby promises to...Valspar Corp • May 14th, 1999 • Paints, varnishes, lacquers, enamels & allied prods
Company FiledMay 14th, 1999 IndustryThe Valspar Corporation, a Delaware corporation (herein called the "Company"), for value received, hereby promises to pay to _________________________________________________________________ _______________________________________, or registered assigns, the principal sum of ________________________ Dollars on _______________, and to pay interest thereon at the rate of ____% per annum from the Initial Interest Accrual Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on ____________________ of each year, commencing _____________ (each an "Interest Payment Date"), until the principal hereof is paid or made available for payment.
As of July 15, 2005 Banc of America Securities LLC 9 West 57th Street New York, New York 10019 Barclays Capital Inc. 200 Park Avenue New York, New York 10166 Ladies and Gentlemen: The Valspar Corporation, a Delaware corporation (the "Company"),...Valspar Corp • July 18th, 2005 • Paints, varnishes, lacquers, enamels & allied prods • New York
Company FiledJuly 18th, 2005 Industry Jurisdiction
The Valspar Corporation 4.200% Notes due 2022 Underwriting AgreementUnderwriting Agreement • January 17th, 2012 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledJanuary 17th, 2012 Company Industry JurisdictionOptional Redemption: The Notes will be redeemable at the Issuer’s option, at any time in whole or from time to time in part, prior to October 15, 2021, at a redemption price equal to (A) the greater of (i) 100% of the principal amount of such Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such Notes discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 0.30% (30 basis points), plus (B) accrued and unpaid interest to (but excluding) the redemption date. At any time on or after October 15, 2021, the Notes will be redeemable, at any time in whole or from time to time in part, at the Issuer’s option at par plus accrued and unpaid interest thereon to but excluding the redemption date.
The Valspar Corporation $350,000,000 3.950% Notes due 2026 Underwriting AgreementValspar Corp • July 28th, 2015 • Paints, varnishes, lacquers, enamels & allied prods • New York
Company FiledJuly 28th, 2015 Industry Jurisdiction* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
BETWEENTerm Loan Agreement • March 15th, 2004 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledMarch 15th, 2004 Company Industry Jurisdiction
Exhibit 1(b) FORM OF SELLING AGENCY AGREEMENT THE VALSPAR CORPORATION ____% Medium-Term Notes Series ___Selling Agency Agreement • May 14th, 1999 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledMay 14th, 1999 Company Industry Jurisdiction
GUARANTYValspar Corp • June 11th, 2001 • Paints, varnishes, lacquers, enamels & allied prods
Company FiledJune 11th, 2001 Industry
CHANGE IN CONTROL EMPLOYMENT AGREEMENTChange in Control Employment Agreement • June 5th, 2013 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Delaware
Contract Type FiledJune 5th, 2013 Company Industry JurisdictionCHANGE IN CONTROL EMPLOYMENT AGREEMENT, dated as of the ____ day of ____________, 201_ (this “Agreement”), by and between The Valspar Corporation, a Delaware corporation (the “Company”), and _______________(the “Executive”).
Exhibit 10(l) SEPARATION AGREEMENT AND RELEASE OF CLAIMS This Separation Agreement and Release of Claims (the "Agreement") is entered into as of December 5, 2003 (the "Execution Date") between John Ballbach, a resident of Minnesota ("Executive"), and...Separation Agreement and Release of Claims • January 23rd, 2004 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
Contract Type FiledJanuary 23rd, 2004 Company Industry Jurisdiction
AGREEMENT FOR SALE AND PURCHASE OF SHARES IN HUA RUN PAINTS HOLDINGS COMPANY LIMITEDShareholders’ Agreement • September 6th, 2006 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Hong Kong
Contract Type FiledSeptember 6th, 2006 Company Industry Jurisdiction
364-DAY REVOLVING CREDIT AGREEMENT dated as of May 21, 2004 between THE VALSPAR CORPORATION and BARCLAYS BANK PLCRevolving Credit Agreement • September 13th, 2004 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledSeptember 13th, 2004 Company Industry Jurisdiction364-DAY REVOLVING CREDIT AGREEMENT dated as of May 21, 2004, between THE VALSPAR CORPORATION, a Delaware corporation (the “Borrower”) and BARCLAYS BANK PLC (the “Lender”).
Exhibit 10(a) CHANGE IN CONTROL AGREEMENT This Change in Control Agreement, dated _______________, ______, is made by and between The Valspar Corporation, a Delaware corporation (the "Company"), and ___________________________ (the "Executive"). A....Change in Control Agreement • June 12th, 2000 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
Contract Type FiledJune 12th, 2000 Company Industry Jurisdiction
CHANGE IN CONTROL EMPLOYMENT AGREEMENT (As Amended Through December 10, 2008)Control Employment Agreement • December 23rd, 2008 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Delaware
Contract Type FiledDecember 23rd, 2008 Company Industry JurisdictionCHANGE IN CONTROL EMPLOYMENT AGREEMENT, dated as of the ____ day of _________ , 2009 (this “Agreement”), by and between The Valspar Corporation, a Delaware corporation (the “Company”), and [_______________] (the “Executive”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 16, 2013 among THE VALSPAR CORPORATION, The Borrowing Subsidiaries Party Hereto, The Lenders Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and an Issuing...Credit Agreement • December 18th, 2013 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledDecember 18th, 2013 Company Industry JurisdictionAMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 16, 2013, among THE VALSPAR CORPORATION, a Delaware corporation; the BORROWING SUBSIDIARIES from time to time party hereto; the LENDERS from time to time party hereto; WELLS FARGO Bank, National Association, as Administrative Agent and an Issuing Bank; and BANK OF AMERICA, N.A., as Syndication Agent and an Issuing Bank.
WITNESSETH:Purchase and Sale Agreement • March 15th, 1999 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledMarch 15th, 1999 Company Industry Jurisdiction
February 25, 2009 Mr. Paul C. ReyeltsValspar Corp • March 11th, 2009 • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
Company FiledMarch 11th, 2009 Industry Jurisdiction
THE VALSPAR CORPORATION $400,000,000 4.200% Notes due 2022 FOURTH SUPPLEMENTAL INDENTURE Dated as of January 13, 2012 to Indenture Dated as of April 24, 2002 Series Trustee and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A (as successor to Bank One...Fourth Supplemental Indenture • January 17th, 2012 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledJanuary 17th, 2012 Company Industry JurisdictionFOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of January 13, 2012, between THE VALSPAR CORPORATION, a Delaware corporation (the “Company”), U.S. Bank National Association, (the “Series Trustee”), and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank One Trust Company, N.A.) (the “Original Trustee,” and together with the Series Trustee, the “Trustee”).
CONFIDENTIALITY AND NONCOMPETITION AGREEMENTConfidentiality and Noncompetition Agreement • March 9th, 2011 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
Contract Type FiledMarch 9th, 2011 Company Industry JurisdictionThis Confidentiality and Noncompetition Agreement (“Agreement”) is entered into by and between The Valspar Corporation, including its subsidiaries, (“Valspar”) and Gary E. Hendrickson (“Executive”).
FORM OF RESTRICTED STOCK GRANTED TO CERTAIN EXECUTIVE OFFICERS The Valspar Corporation Restricted Stock Agreement Under The 2001 Stock Incentive PlanRestricted Stock Agreement • June 7th, 2006 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
Contract Type FiledJune 7th, 2006 Company Industry JurisdictionThis RESTRICTED STOCK AGREEMENT (“Agreement”) is made to be effective as of the ____ day of __________, between The Valspar Corporation, a Delaware corporation (the “Company”), and _______________, an employee of the Company or subsidiary thereof (“Employee”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 19th, 2010 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Contract Type FiledNovember 19th, 2010 Company Industry JurisdictionTHIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of the 15th day of November, 2010 (this “Second Amendment”), is entered into among The Valspar Corporation, a Delaware corporation (the “Company”), the Borrowing Subsidiaries party hereto, the lenders party hereto designated as “Continuing Lenders” on its signature page, (the “Continuing Lenders”), the lenders party hereto designated as “Exiting Lenders” on its signature page, (the “Exiting Lenders”), the lenders party hereto designated as “New Lenders” on its signature page (the “New Lenders” and collectively with the Continuing Lenders, the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”).
EXHIBIT 4(b) AMENDMENT NO. 1 TO INDENTURE This Amendment No. 1 is made as of March 15th, 2001 by and among Valspar Industries, Inc. (formerly named Lilly Industries, Inc.), an Indiana corporation (the "Company"), BNY Midwest Trust Company (the...Valspar Corp • June 11th, 2001 • Paints, varnishes, lacquers, enamels & allied prods
Company FiledJune 11th, 2001 Industry
April 13, 2011 Dear Bill:Letter Agreement • April 18th, 2011 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
Contract Type FiledApril 18th, 2011 Company Industry JurisdictionThis letter agreement establishes the terms and conditions of your Transition Agreement and Release (“Agreement”). The purpose of this Agreement is to document your transition from Chief Executive Officer to Chairman and what you will receive in exchange for your acceptance of this Agreement. The Valspar Corporation has agreed to provide you with certain payments and benefits, which are set forth below, some of which you would not be otherwise entitled in consideration for your signing this Agreement and the attached Updated Release of Claims in the applicable time periods.