Valspar Corp Sample Contracts

FIVE-YEAR
Credit Agreement • October 26th, 2005 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
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AND
Rights Agreement • May 3rd, 2000 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
EXHIBIT 10(a) AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 4th, 1999 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Georgia
as Issuer and
Valspar Corp • July 18th, 2005 • Paints, varnishes, lacquers, enamels & allied prods • New York
FIVE-YEAR
Credit Agreement • January 25th, 2001 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Exhibit 1(a) FORM OF UNDERWRITING AGREEMENT THE VALSPAR CORPORATION
Valspar Corp • May 14th, 1999 • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
364-DAY
Credit Agreement • November 30th, 2007 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
US$150,000,000
Credit Agreement • January 24th, 2002 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
Exhibit 4(c) THE VALSPAR CORPORATION 6% Notes due 2007 FIRST SUPPLEMENTAL INDENTURE Dated as of April 30, 2002
First Supplemental Indenture • January 23rd, 2003 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
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, 2016
Agreement and Plan of Merger • March 21st, 2016 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Delaware

This 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

The 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.

The Valspar Corporation 4.200% Notes due 2022 Underwriting Agreement
Underwriting Agreement • January 17th, 2012 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

Optional 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 Agreement
Valspar Corp • July 28th, 2015 • Paints, varnishes, lacquers, enamels & allied prods • New York

* 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.

BETWEEN
Term Loan Agreement • March 15th, 2004 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York
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
GUARANTY
Valspar Corp • June 11th, 2001 • Paints, varnishes, lacquers, enamels & allied prods
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control Employment Agreement • June 5th, 2013 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Delaware

CHANGE 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”).

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AGREEMENT FOR SALE AND PURCHASE OF SHARES IN HUA RUN PAINTS HOLDINGS COMPANY LIMITED
Shareholders’ Agreement • September 6th, 2006 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Hong Kong
364-DAY REVOLVING CREDIT AGREEMENT dated as of May 21, 2004 between THE VALSPAR CORPORATION and BARCLAYS BANK PLC
Revolving Credit Agreement • September 13th, 2004 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

364-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”).

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

CHANGE 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

AMENDED 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
February 25, 2009 Mr. Paul C. Reyelts
Valspar Corp • March 11th, 2009 • Paints, varnishes, lacquers, enamels & allied prods • Minnesota
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

FOURTH 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 AGREEMENT
Confidentiality and Noncompetition Agreement • March 9th, 2011 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Minnesota

This 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 Plan
Restricted Stock Agreement • June 7th, 2006 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Minnesota

This 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 AGREEMENT
Credit Agreement • November 19th, 2010 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • New York

THIS 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”).

April 13, 2011 Dear Bill:
Letter Agreement • April 18th, 2011 • Valspar Corp • Paints, varnishes, lacquers, enamels & allied prods • Minnesota

This 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.

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