Armstrong Teasdale Sample Contracts

DTZ Jersey Holdings Ltd – Preliminary Statements (June 20th, 2018)

This SYNDICATED FACILITY AGREEMENT (SECOND LIEN) (this Agreement) is entered into as of November 4, 2014, as amended by Second Lien Amendment No. 1 as of August 13, 2015 and as further amended as of September 1, 2015 by Second Lien Amendment No. 2, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacities, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the

DTZ Jersey Holdings Ltd – Contract (June 20th, 2018)

FIRST LIEN AMENDMENT NO. 2, dated as of September 1, 2015 (this First Lien Amendment No. 2) to the First Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower and/or the Borrower Representative), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), the 2015-1 Additional Term Lenders (as defined in Exhibit A), the 2015-1 Converting Term Lenders (as defined in Exhibit A), the 2015-1 Incremental Term Lenders (as defined in Exhibit A), the Consenting Revolving Lenders (as defined below), the 2015-1 Incremental Revolving Credit Lenders (as defined in Exhibit A), each L/C Issuer, the Swing Line Lender, UBS AG, STAMFORD BRANC

DTZ Jersey Holdings Ltd – Contract (May 22nd, 2018)

FIRST LIEN AMENDMENT NO. 2, dated as of September 1, 2015 (this First Lien Amendment No. 2) to the First Lien Credit Agreement (as defined below), by and among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower and/or the Borrower Representative), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), the 2015-1 Additional Term Lenders (as defined in Exhibit A), the 2015-1 Converting Term Lenders (as defined in Exhibit A), the 2015-1 Incremental Term Lenders (as defined in Exhibit A), the Consenting Revolving Lenders (as defined below), the 2015-1 Incremental Revolving Credit Lenders (as defined in Exhibit A), each L/C Issuer, the Swing Line Lender, UBS AG, STAMFORD BRANC

DTZ Jersey Holdings Ltd – Preliminary Statements (May 22nd, 2018)

This SYNDICATED FACILITY AGREEMENT (SECOND LIEN) (this Agreement) is entered into as of November 4, 2014, as amended by Second Lien Amendment No. 1 as of August 13, 2015 and as further amended as of September 1, 2015 by Second Lien Amendment No. 2, among DTZ UK GUARANTOR LIMITED, a private limited company incorporated under the laws of England and Wales with company number 09187412 (Holdings), DTZ U.S. BORROWER, LLC, a Delaware limited liability company (the U.S. Borrower), DTZ AUS HOLDCO PTY LIMITED ACN 602 106 936, a proprietary company limited by shares incorporated under the laws of Australia (the Australian Borrower and, collectively with U.S. Borrower, the Borrowers), BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the Administrative Agent) and as collateral agent (in such capacities, including any successor thereto, the Collateral Agent) under the Loan Documents, and each lender from time to time party hereto (collectively, the

In the United States Bankruptcy Court for the Eastern District of Missouri Eastern Division (March 20th, 2017)

The above-captioned debtors and debtors in possession (collectively, the Debtors) having proposed the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (in the form dated as of January 27, 2017 and included in the solicitation packages distributed to the creditors that were entitled to vote thereon, the January 27 Plan), as modified by the Modifications (as defined below) (together with the January 27 Plan and including the exhibits thereto, the Plan)1, a true and correct copy of which (without exhibits) is attached hereto as Appendix I; the Bankruptcy Court having conducted an evidentiary hearing to consider confirmation of the Plan on March 16, 2017 (the Confirmation Hearing); the Bankruptcy Court having considered: (i) the testimony of the witnesses called at the Confirmation Hearing, as well as the declarations included among the exhibits admitted into evidence at the Confirmation Hearing; (ii) the arguments of counsel presented at the Confirmation He

Backstop Commitment Agreement Among (December 23rd, 2016)

THIS BACKSTOP COMMITMENT AGREEMENT (this Agreement), dated as of December 22, 2016, is made by and among Peabody Energy Corporation, a Delaware corporation (the Company), on behalf of itself and each of its direct and indirect debtor subsidiaries (each a Debtor and, collectively, the Debtors and, together with their non-Debtor affiliates, the Company Group) on the one hand, and each Commitment Party (as defined below), on the other hand. The Company and each Commitment Party is referred to herein, individually, as a Party and, collectively, as the Parties. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.

PRIVATE PLACEMENT AGREEMENT AMONG PEABODY ENERGY CORPORATION AND THE PRIVATE PLACEMENT PARTIES PARTY HERETO Dated as of December 22, 2016 (December 23rd, 2016)

THIS PRIVATE PLACEMENT AGREEMENT (this Agreement), dated as of December 22, 2016, is made by and among Peabody Energy Corporation, a Delaware corporation (the Company), on behalf of itself and each of its direct and indirect debtor subsidiaries (each a Debtor and, collectively, the Debtors and, together with their non-Debtor affiliates, the Company Group) on the one hand, and each Private Placement Party (as defined below), on the other hand. The Company and each Private Placement Party is referred to herein, individually, as a Party and, collectively, as the Parties. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan.

Plan Support Agreement (December 23rd, 2016)

Each of the parties named above is a Party, and collectively they are the Parties. All capitalized terms not defined herein have the meanings ascribed to them in the Restructuring Term Sheet (as defined below and as attached hereto as Exhibit 1).

Warrant (November 8th, 2016)

THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A STOCKHOLDERS' AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG PEAK RESORTS, INC. (THE "COMPANY"), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE "STOCKHOLDERS' AGREEMENT"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. A COPY OF THE STOCKHOLDERS' AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.

Warrant (November 8th, 2016)

THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A STOCKHOLDERS' AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG PEAK RESORTS, INC. (THE "COMPANY"), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE "STOCKHOLDERS' AGREEMENT"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. A COPY OF THE STOCKHOLDERS' AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.

Warrant (November 8th, 2016)

THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A STOCKHOLDERS' AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG PEAK RESORTS, INC. (THE "COMPANY"), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE "STOCKHOLDERS' AGREEMENT"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. A COPY OF THE STOCKHOLDERS' AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Dated as of August 25, 2016 by and Among GREEN PLAINS INC. As Purchaser, and ABENGOA BIOENERGY OF ILLINOIS, LLC, and ABENGOA BIOENERGY OF INDIANA, LLC, as Sellers (September 26th, 2016)

This Amended and Restated Asset Purchase Agreement (this Agreement), dated as of August 25, 2016 (the Agreement Date), by and among Green Plains Inc., an Iowa corporation, or its assignee pursuant to Section 12.4 (Purchaser) and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and by and among Abengoa Bioenergy of Illinois, an Illinois LLC (AB Illinois), Abengoa Bioenergy of Indiana LLC, an Indiana LLC (AB Indiana, and, together with AB Illinois, the Sellers). Purchaser and the Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

Securities Purchase Agreement (August 23rd, 2016)

This Securities Purchase Agreement (this "Agreement"), dated as of August 22, 2016, is entered into by and between Peak Resorts, Inc., a Missouri corporation (the "Company"), and CAP 1 LLC, a Delaware limited liability company (the "Investor").

Exhibit a Form of Bill of Sale Exhibit B Form of Trustee Deed Exhibit C Form of Assignment and Assumption Agreement Exhibit D Form of Assumption and Assignment of Leases Exhibit E Ip Assignment and Assumption Agreement Exhibit F Bidding Procedures Order Exhibit G Sale Order Exhibit H Inventory Valuation Methodology Exhibit I Form of Estoppel Certificate Exhibit J Plants Exhibit K Permitted Encumbrances (June 13th, 2016)

This Asset Purchase Agreement (this Agreement), dated as of June 12, 2016 (the Agreement Date), by and among Green Plains Inc., an Iowa corporation, or its assignee pursuant to Section 12.4 (Purchaser) and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and by and among Abengoa Bioenergy of Illinois, an Illinois LLC (AB Illinois), Abengoa Bioenergy of Indiana LLC, an Indiana LLC (AB Indiana, and, together with AB Illinois, the Sellers). Purchaser and the Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of April 18, 2016 Among PEABODY ENERGY CORPORATION, a Debtor and Debtor-In-Possession Under Chapter 11 of the Bankruptcy Code, as Borrower, THE SUBSIDIARIES OF PEABODY ENERGY CORPORATION FROM TIME TO TIME PARTY HERETO, Certain of Which Are Debtors and Debtors-In-Possession Under Chapter 11 of the Bankruptcy Code, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, and CITIBANK, N.A., as Administrative Agent and L/C Issuer CITIGROUP GLOBAL MARKETS INC. As Sole Lead Arranger and Book Runner (April 22nd, 2016)

This SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "Agreement") is entered into as of April 18, 2016, among PEABODY ENERGY CORPORATION, a Delaware corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (the "Borrower"), the GUARANTORS from time to time party hereto, certain of which are Debtors and Debtors-in-Possession under Chapter 11 of the Bankruptcy Code, the L/C ISSUER party hereto, each lender from time to time party hereto (collectively, the "Lenders" and, individually, a "Lender") and CITIBANK, N.A., as Administrative Agent.

Sibling Group Holdings, Inc. – Securities Purchase Agreement (June 26th, 2015)

This Securities Purchase Agreement (this Agreement) is dated as of February 27, 2015 among Sibling Group Holdings, Inc., a Texas corporation (the Company), and the purchasers identified on the signature pages hereto (each, a Purchaser and collectively, the Purchasers).

Capella Healthcare, Inc. – CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS AGREEMENT THAT HAVE BEEN REDACTED ARE MARKED WITH BRACKETS ([***]). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. CREDIT AGREEMENT Among CAPELLA HEALTHCARE, INC., CAPELLA HOLDINGS, INC., VARIOUS LENDERS, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as ADMINISTRATIVE AGENT Dated as of December 31, 2014 CREDIT SUISSE SECURITIES (USA) LLC and CITIGROUP GLOBAL MARKETS INC., as JOINT LEAD ARRANGERS and JOINT BOOK RUNNERS (March 27th, 2015)

This CREDIT AGREEMENT (Agreement) is entered into as of December 31, 2014, by and among CAPELLA HEALTHCARE, INC., a Delaware corporation (the Borrower), CAPELLA HOLDINGS, INC., a Delaware corporation, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any permitted successor thereto, the Administrative Agent) and as collateral agent (in such capacity, including any permitted successor thereto, the Collateral Agent) under the Credit Documents, and each lender from time to time party hereto (collectively, the Lenders and individually, a Lender).

PEAK RESORTS, INC. Shares of Common Stock UNDERWRITING AGREEMENT (November 10th, 2014)

The undersigned, Peak Resorts, Inc., a company formed under the laws of Missouri (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the Company), hereby confirms its agreement with FBR Capital Markets & Co. (FBR) and Stifel, Nicolaus & Company, Incorporated (Stifel and, together with FBR, you or the Representatives) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the Underwriters or, individually, an Underwriter) as follows:

Armstrong Energy, Inc. – ARMSTRONG ENERGY, INC. THE GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE AND AS COLLATERAL AGENT Indenture Dated as of December 21, 2012 11.75% Senior Secured Notes Due 2019 (September 16th, 2013)

INDENTURE dated as of December 21, 2012 among Armstrong Energy Inc., a Delaware corporation (the Company), and Armstrong Air, LLC, a Delaware Limited Liability Company, Armstrong Coal Company, Inc., a Delaware corporation, Armstrong Energy Holdings, Inc., a Delaware corporation, Western Diamond LLC, a Nevada limited liability company, and Western Land Company, LLC, a Kentucky limited liability company (collectively, the Guarantors), and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee and as Collateral Agent.

Armstrong Energy, Inc. – ARMSTRONG ENERGY, INC. THE GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE AND AS COLLATERAL AGENT Indenture Dated as of December 21, 2012 11.75% Senior Secured Notes Due 2019 (July 30th, 2013)

INDENTURE dated as of December 21, 2012 among Armstrong Energy Inc., a Delaware corporation (the Company), and Armstrong Air, LLC, a Delaware Limited Liability Company, Armstrong Coal Company, Inc., a Delaware corporation, Armstrong Energy Holdings, Inc., a Delaware corporation, Western Diamond LLC, a Nevada limited liability company, and Western Land Company, LLC, a Kentucky limited liability company (collectively, the Guarantors), and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee and as Collateral Agent.

Intellinetics, Inc. – Settlement Agreement (May 15th, 2013)

This Settlement Agreement ("Agreement") is made and entered into this 8th day of February, 2013, by and between Globalwise Investments, Inc., a Nevada corporation, (the "Company"), and Armstrong Teasdale LLP ("Armstrong Teasdale"), with its primary offices located at 7700 Forsyth Blvd., Suite 1800, St. Louis, Missouri 63105. Armstrong Teasdale and the Company are collectively referred to herein as the "Parties".

Amendment No. 1 to Credit Agreement (March 28th, 2013)

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 28, 2013 (this Amendment), among DUCOMMUN INCORPORATED, a Delaware corporation (the Borrower), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in the Credit Agreement defined below), the Additional B-1 Lender (as defined below), each Lender that has become a party hereto by executing and delivering a Consent as referred to below, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent (in such capacities, the Administrative Agent), Swingline Lender and Issuing Bank.

Novation and Amendment of Put Option Agreement (March 19th, 2013)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of March 14, 2013, is entered into by and between Ameren Energy Generating Company, an Illinois corporation (the Seller), and AmerenEnergy Medina Valley Cogen L.LC., an Illinois limited liability company (the Buyer).

Fifth Amendment to Credit Agreement (January 3rd, 2012)
Spartech Corporation – Spartech Corporation Fourth Amendment to Amended and Restated Note Purchase Agreement (December 21st, 2011)

Pursuant to that certain Amended and Restated Note Purchase Agreement dated as of September 10, 2008 (initially dated as of September 15, 2004) (as amended by that certain Amendment No. 1 to Amended and Restated Note Purchase Agreement dated as of July 10, 2009, that certain Second Amendment to Amended and Restated Note Purchase Agreement dated as of June 9, 2010, and that certain Third Amendment to Amended and Restated Note Purchase Agreement dated as of January 12, 2011, and as in effect immediately prior to giving effect to the Amendments (as defined below) provided for hereby, the "Existing Note Purchase Agreement", and as amended by this Fourth Amendment Agreement (as defined below) and as may be further amended, restated or otherwise modified from time to time, the "Note Purchase Agreement"), the Company issued and sold One-Hundred Fifty Million Dollars ($150,000,000) in aggregate initial principal amount of its 5.54% Senior Notes due 2016 (collectively, as amended, restated or o

REZconnect Technologies – Asset Purchase Agreement (November 14th, 2011)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of this 25 day of October, 2011, by and between YTB International, Inc., a Delaware corporation ("YTB"), YTB Travel, Inc., a Delaware corporation ("YTB Travel") YTB Travel Network of Illinois, Inc., an Illinois corporation and a wholly-owned subsidiary of YTB Travel ("Seller"), ZamZuu, Inc., a Delaware corporation and a wholly owned subsidiary of YTB ("ZamZuu"), and Sixth Scott, LLC, a Utah limited liability company ("Sixth Scott"), and its wholly-owned subsidiary, First Travel Alliance, LLC, a Utah limited liability company ("FTA" and together with Sixth Scott, "Purchaser"). YTB, YTB Travel, ZamZuu and Seller are referred to collectively herein as the "YTB Parties." Capitalized terms used and not otherwise defined herein shall have the meanings given to them in Article I.

Securities Purchase Agreement (November 9th, 2011)

This SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of November 8, 2011, is by and among Odyssey Marine Exploration, Inc., a Nevada corporation with offices located at 5215 W. Laurel Street, Tampa, Florida 33607 (the Company), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a Buyer and collectively, the Buyers).

Article I Amendments to Loan Agreement (October 6th, 2011)

This SECURED TERM LOAN AGREEMENT (this Agreement) is made as of the 7th day of August, 2007, by and among FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the Borrower or FPLP), having its principal place of business at 7600 Wisconsin Avenue, 11th Floor, Bethesda, Maryland 20814; KEYBANK NATIONAL ASSOCIATION (KeyBank), having a principal place of business at 127 Public Square, Cleveland, Ohio 44114 and the other lending institutions which are as of the date hereof or may become parties hereto pursuant to SS20 (individually, a Lender and collectively, the Lenders); and KEYBANK, as administrative agent for itself and each other Lender (the Agent); and KEYBANC CAPITAL MARKETS INC., as Sole Lead Arranger and Sole Book Manager.

CREDIT AGREEMENT Dated as of June 28, 2011, Among DUCOMMUN INCORPORATED, as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners and UBS AG, STAMFORD BRANCH, as an Issuing Bank, Administrative Agent and Collateral Agent, and UBS LOAN FINANCE LLC, as Swingline Lender and WELLS FARGO BANK, NATIONAL ASSOCIATION as Documentation Agent and CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent and BANK OF AMERICA, N.A. As an Issuing Bank (July 1st, 2011)

This CREDIT AGREEMENT (this Agreement) dated as of June 28, 2011, among DUCOMMUN INCORPORATED, a Delaware corporation (Borrower), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers (in such capacity, Arrangers), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, Swingline Lender), UBS AG, STAMFORD BRANCH, as an Issuing Bank, as administrative agent (in such capacity, Administrative Agent) for the Lenders and as collateral agent (in such capacity, Collateral Agent) for the Secured Parties and the Issuing Bank, WELLS FARGO BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, Documentation Agent), CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (in such capacity, Syndication Agent) and BANK OF AMERICA, N.A. as an Issuing Bank in respect of the Existing Letters of Credi

REZconnect Technologies – State of Illinois in the Circuit Court of the Sixth Judicial Circuit Champaign County (May 13th, 2011)

Plaintiff, the PEOPLE OF THE STATE OF ILLINOIS, have filed a complaint for a permanent injunction and other relief in this matter pursuant to the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., charging Defendants with violations of the aforementioned Act Plaintiff, by its counsel, and Defendants, by their counsel, have agreed to the entry of this Final Judgment and Consent Decree by the Court without trial or adjudication of any issue of fact or law.

REZconnect Technologies – Stock Purchase Agreement (May 13th, 2011)

This Stock Purchase Agreement (this "Agreement") is entered into as of the 1st day of May, 2011, by and between YTB Worldwide Travel, Inc., an Illinois corporation (the "Seller") and 7788509 Canada Inc., an Ontario, Canada corporation (the "Buyer"). The Buyer and the Seller are referred to collectively herein as the "Parties."

REZconnect Technologies – State of Illinois in the Circuit Court of the Sixth Judicial Circuit Champaign County (April 12th, 2011)

Plaintiff, the PEOPLE OF THE STATE OF ILLINOIS, have filed a complaint for a permanent injunction and other relief in this matter pursuant to the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., charging Defendants with violations of the aforementioned Act Plaintiff, by its counsel, and Defendants, by their counsel, have agreed to the entry of this Final Judgment and Consent Decree by the Court without trial or adjudication of any issue of fact or law.

Victor Equipment Co – FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 3, 2010 by and Among RAZOR MERGER SUB INC., THERMADYNE HOLDINGS CORPORATION, THERMADYNE INDUSTRIES, INC., VICTOR EQUIPMENT COMPANY, THERMADYNE INTERNATIONAL CORP., THERMAL DYNAMICS CORPORATION and STOODY COMPANY, as the Borrowers, THERMADYNE HOLDINGS CORPORATION, as the Borrower Representative THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION, for Itself, as a Lender and Swingline Lender and as Agent for All Lenders, and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO, as Le (April 5th, 2011)

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this Agreement) is entered into as of December 3, 2010, by and among Razor Merger Sub Inc., a Delaware corporation (Razor), Thermadyne Holdings Corporation, a Delaware corporation (Thermadyne Holdings), Thermadyne Industries, Inc., a Delaware corporation (Thermadyne Industries), Victor Equipment Company, a Delaware corporation (Victor), Thermadyne International Corp., a Delaware corporation (International), Thermadyne Dynamics Corporation, a Delaware corporation (Dynamics) and Stoody Company, a Delaware corporation (Stoody) (Razor, Thermadyne Holdings, Thermadyne Industries, Victor, International, Dynamics and Stoody are sometimes referred to herein collectively as the Borrowers and individually as a Borrower), Thermadyne Holdings, as Borrower Representative, the other Persons party hereto that are designated as a Credit

STOCK PURCHASE AGREEMENT Dated as of March 10, 2011 by and Among MITEK INDUSTRIES, INC. And MITEK CANADA, INC. Collectively, as Purchaser and GIBRALTAR STEEL CORPORATION OF NEW YORK as Seller (March 15th, 2011)

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated as of March 10, 2011, is by and among MiTek Industries, Inc., a Missouri corporation (MiTek USA), and MiTek Canada, Inc., an Ontario corporation (MiTek-Canada and together with MiTek-USA, collectively the Purchaser), and Gibraltar Steel Corporation of New York, a New York corporation (Seller).

CREDIT AGREEMENT Dated as of May 18, 2010 by and Among OMNICARE, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO JPMORGAN CHASE BANK, N.A., as Syndication Agent, BARCLAYS CAPITAL, as a Co-Documentation Agent, CITIBANK, N.A., as a Co-Documentation Agent, and SUNTRUST BANK, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC. A Joint Lead Arranger and a Joint Book Runner a Joint Lead Arranger and a Joint Book Runner BARCLAYS CAPITAL a Joint Lead Arranger and a Joint Book Runner CITIGROUP GLOBAL MARKETS INC. A Joint Lead Arranger and a Joint Book Runner (February 24th, 2011)