Clark Hill Sample Contracts

Keane Group, Inc. – Term Loan Agreement (May 29th, 2018)

This TERM LOAN AGREEMENT ("Agreement") is entered into as of May 25, 2018 among Keane Group Inc., a Delaware corporation (the "Parent"), Keane Group Holdings, LLC, a Delaware limited liability company (the "Lead Borrower"), each Person that becomes a Borrower hereunder in accordance with the terms hereof (together with the Lead Borrower, collectively, the "Borrowers"), the Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and Barclays Bank PLC, as Administrative Agent and Collateral Agent.

The Exone Company – Definitions and Mechanics1 (March 15th, 2018)
Keane Group, Inc. – Amended and Restated Asset-Based Revolving Credit Agreement (December 28th, 2017)
Hd Supply Holdings Inc. – WHEREAS, Upon the Fifth Amendment Effective Date, Each Term Loan Lender (As Defined in the Credit Agreement) That Shall Have Executed and Delivered a Consent Attached as Exhibit a Hereto (A Consent) Under the Cashless Settlement Option (Each, a Cashless Option Lender) Shall Be Deemed to Have Consented to the Amendments (As Described in Section 1 of This Agreement and Shall: (I) in the Case of the Term B-1 Loans, Be Deemed to Have Converted All (Or Such Lesser Amount as the Administrative Agent May Allocate) of Such Term B-1 Loans for Term B-3 Loans (And Such Term B-1 Loans Shall Thereafter No (September 1st, 2017)

CREDIT AGREEMENT, dated as of April 12, 2012, among HD Supply, Inc. (together with its successors and assigns, the Borrower), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the Lenders), and Bank of America, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the Administrative Agent and the Collateral Agent), Goldman Sachs Lending Partners LLC as syndication agent (in such capacity, the Syndication Agent) and J.P. Morgan Securities LLC and Barclays Bank PLC, each as a co-documentation agent (in such capacity, the Co-Documentation Agents).

$300,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and Among DSW INC., THE DESIGNATED BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, (August 31st, 2017)

EXHIBIT 4.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Keane Group, Inc. – Contract (July 3rd, 2017)

This INCREMENTAL FACILITY AGREEMENT AND AMENDMENT NO. 1, dated as of July 3, 2017 (this "Agreement"), is made and entered into by and among KEANE GROUP, INC., a Delaware corporation (the "Parent"), KEANE GROUP HOLDINGS, LLC, a Delaware limited liability company (the "Lead Borrower"), the other Borrowers and Guarantors listed on the signature pages hereto, each of the entities signing as an "Incremental Lender" on the signature pages hereto (each, an "Incremental Lender" and, collectively, the "Incremental Lenders"), each of the entities signing as an "Existing Lender" on the signature pages hereto (each, an "Existing Lender" and, collectively, the "Existing Lenders" and, together with the Incremental Lenders, each, a "Lender" and, collectively, the "Lenders") and OWL ROCK CAPITAL CORPORATION, a Maryland corporation, as administrative agent and collateral agent (in such capacity, the "Administrative Agent").

Amendment No. 3 to Abl Credit Agreement (June 6th, 2017)

WHEREAS, the Borrowers are a party to the Predecessor ABL Credit Agreement under which the Borrowers obtained term loans under an asset-based term loan facility and revolving loans under an asset-based revolving credit facility and the Parent Borrower is a party to the Predecessor Cash Flow Credit Agreement under which the Borrower obtained term loans under a cash-flow based term loan facility and revolving loans under a cash-flow based revolving credit facility;

Keane Group, Inc. – Term Loan Agreement (March 21st, 2017)

This TERM LOAN AGREEMENT ("Agreement") is entered into as of March 15, 2017 among Keane Group Inc., a Delaware corporation (the "Parent"), Keane Group Holdings, LLC, a Delaware limited liability company (the "Lead Borrower"), the Persons named on Schedule 1.01A hereto (and together with the Lead Borrower and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the "Borrowers"), the Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and Owl Rock Capital Corporation, a Maryland corporation ("Owl Rock"), as Administrative Agent and Collateral Agent.

Keane Group, Inc. – ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of February 17, 2017 Among Keane Group, Inc., as the Parent Guarantor Keane Group Holdings, LLC, as the Lead Borrower, and for the Borrowers Named Herein the Guarantors Named Herein Bank of America, N.A., as Administrative Agent and Collateral Agent and the Lenders Party Hereto Merrill Lynch, Pierce, Fenner & Smith JPMorgan Chase Bank, N.A. Morgan Stanley Senior Funding, Inc. Citigroup Global Markets Inc. PNC Capital Markets LLC as Joint Lead Arrangers and Joint Bookrunners JPMorgan Chase Bank, N.A. Morgan Stanley Senior Funding, Inc. Citigroup G (February 23rd, 2017)

This ASSET-BASED REVOLVING CREDIT AGREEMENT ("Agreement") is entered into as of February 17, 2017 among Keane Group Inc., a Delaware corporation (the "Parent"), Keane Group Holdings, LLC, a Delaware limited liability company (the "Lead Borrower"), the Persons named on Schedule 1.01A hereto (and together with the Lead Borrower and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the "Borrowers"), the Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") and Bank of America, N.A. as Administrative Agent and Collateral Agent.

Keane Group, Inc. – Sixth Amendment to Note Purchase Agreement (February 23rd, 2017)

This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company ("HoldingsIntermediate Holdco"), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the "Issuer"), the Subsidiary Guarantors from time to time party hereto, the investors party to this Agreement from time to time as purchasers (collectively, the "Purchasers" and each, individually, a "Purchaser") and U.S. Bank National Association as agent for the Purchasers ("Agent").

BankGuam Holding Co – Contract (January 17th, 2017)
Keane Group, Inc. – CREDIT AGREEMENT Among KGH INTERMEDIATE HOLDCO II, LLC, as PARENT BORROWER, KEANE FRAC, LP, as OPCO BORROWER, KGH INTERMEDIATE HOLDCO I, LLC, as PARENT GUARANTOR, VARIOUS LENDERS and CLMG CORP., as ADMINISTRATIVE AGENT Dated as of March 16, 2016 (December 14th, 2016)

CREDIT AGREEMENT, dated as of March 16, 2016, among KGH Intermediate Holdco II, LLC, a Delaware limited liability company (Parent Borrower), Keane Frac, LP, a Pennsylvania limited partnership (Opco Borrower and, together with Parent Borrower, the Borrowers), KGH Intermediate HoldCo I, LLC, a Delaware limited liability company (Parent Guarantor), the Lenders party hereto from time to time and CLMG Corp., as Administrative Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

Keane Group, Inc. – Fourth Amendment to Note Purchase Agreement (December 14th, 2016)

This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (Holdings), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the Issuer), the Subsidiary Guarantors from time to time party hereto, the investors party to this Agreement from time to time as purchasers (collectively, the Purchasers and each, individually, a Purchaser) and U.S. Bank National Association as agent for the Purchasers (Agent).

Keane Group, Inc. – Third Amendment to Amended and Restated Revolving Credit and Security Agreement (December 14th, 2016)

This Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (Holdings), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (Intermediate Holdco II or a Borrower), KEANE FRAC, LP, a Pennsylvania limited partnership (Frac or a Borrower), KS DRILLING LLC, a Delaware limited liability company (Drilling or a Borrower), KEANE FRAC ND, LLC, a Delaware limited liability company (Frac ND or a Borrower), KEANE FRAC TX, LLC, a Delaware limited liability company (Keane Texas or a Borrower), each Person joined hereto as a borrower from time to time (each a Borrower and together with Intermediate Holdco III, Frac, Drilling, Frac ND and Keane Texas collectively, the Borrowers), the financial institutions which are now or which hereafter become a party hereto (collectively, the Lenders and each individually a Lender) and PNC BANK, NATIONAL ASSOCIATION (PNC), as agent for Lende

Keane Group, Inc. – AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH KGH INTERMEDIATE HOLDCO I, LLC (HOLDINGS) AND KGH INTERMEDIATE HOLDCO II, LLC KEANE FRAC, LP KS DRILLING, LLC KEANE FRAC ND, LLC AND KEANE FRAC TX, LLC (BORROWERS) August 8, 2014 (December 14th, 2016)

This Amended and Restated Revolving Credit and Security Agreement dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (Holdings), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (Intermediate Holdco II or a Borrower), KEANE FRAC, LP, a Pennsylvania limited partnership (Frac or a Borrower), KS DRILLING LLC, a Delaware limited liability company (Drilling or a Borrower), KEANE FRAC ND, LLC, a Delaware limited liability company (Frac ND or a Borrower), KEANE FRAC TX, LLC, a Delaware limited liability company (Keane Texas or a Borrower), each Person joined hereto as a borrower from time to time (each a Borrower and together with Intermediate Holdco I, Frac, Drilling, Frac ND and Keane Texas collectively, the Borrowers), the financial institutions which are now or which hereafter become a party hereto (collectively, the Lenders and each individually a Lender) and PNC BANK, NATIONAL ASSOCIATION (PNC), as agent for Lenders

Keane Group, Inc. – NOTE PURCHASE AGREEMENT THE PURCHASERS LISTED HEREIN AND U.S. Bank National Association (AS AGENT) WITH KGH Intermediate Holdco II, LLC (ISSUER) AUGUST 8, 2014 (December 14th, 2016)

This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) dated as of August 8, 2014 among KGH Intermediate Holdco I, LLC, a Delaware limited liability company (Holdings), KGH Intermediate Holdco II, LLC, a Delaware limited liability company (the Issuer), the Subsidiary Guarantors from time to time party hereto, the investors party to this Agreement from time to time as purchasers (collectively, the Purchasers and each, individually, a Purchaser) and U.S. Bank National Association as agent for the Purchasers (Agent).

WHEREAS, Upon the Fourth Amendment Effective Date, Each Term Loan Lender (As Defined in the Credit Agreement) That Shall Have Executed and Delivered a Consent Attached as Exhibit a Hereto (A Consent) Under the Cashless Settlement Option (Each, a Cashless Option Lender) Shall Be Deemed to Have Consented to the Amendments (As Described in Section 1 of This Agreement, Including Modifying the Credit Agreement to Permit the Redemption of the 7.50% Senior Unsecured Notes Notwithstanding the Limitation Set Forth in Section 7.5(b)(ii) of the Credit Agreement, and Shall Be Deemed to Have Converted All (December 6th, 2016)

CREDIT AGREEMENT, dated as of April 12, 2012, among HD Supply, Inc. (together with its successors and assigns, the Borrower), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the Lenders), Bank of America, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the Administrative Agent and the Collateral Agent), Goldman Sachs Lending Partners LLC as syndication agent (in such capacity, the Syndication Agent) and J.P. Morgan Securities LLC and Barclays Bank PLC, each as a co-documentation agent (in such capacity, the Co-Documentation Agents).

$100,000,000.00 Delayed Draw Term Loan Credit Agreement (November 14th, 2016)
$300,000,000 REVOLVING CREDIT FACILITY $100,000,000 TERM LOAN FACILITY FIRST AMENDED AND RESTATED CREDIT AGREEMENT by and Among CALGON CARBON CORPORATION, THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Loan Lender and Issuing Lender, CITIZENS BANK OF PENNSYLVANIA, as Syndication Agent, BANK OF AMERICA, N.A., as Co-Documentation Agent, BRANCH BANKING AND TRUST COMPANY, as Co-Documentation Agent, PNC CAPITAL MARKETS LLC, as Joint Lead Arranger and Joint Bookrunner, and CITIZENS BANK, N.A., as (October 7th, 2016)

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the Agreement) is dated as of October 4, 2016, and is made by and among CALGON CARBON CORPORATION, a Delaware corporation (Calgon Carbon), each of the other BORROWERS (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined).

Golub Capital Investment Corp – Golub Capital Investment Corporation Clo 2016(m) Llc Notesnpa Note Purchase and Placement Agreement (September 15th, 2016)
BankGuam Holding Co – Stock Purchase Agreement (August 8th, 2016)

This STOCK PURCHASE AGREEMENT, dated as of May 27, 2016, is made and entered into by and among BANKGUAM HOLDING COMPANY, bank holding company formed under the laws of the Territory of Guam (hereinafter referred to as, the "Buyer"), and DAVID J. JOHN, (hereinafter referred to as the "Seller"). Each of Seller and Buyer is sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties."

REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) PNC CAPITAL MARKETS LLC (AS JOINT LEAD ARRANGER AND SOLE BOOK RUNNER) FIRST NATIONAL BANK OF PENNSYLVANIA (AS LENDER AND AS SYNDICATION AGENT), F.N.B. CAPITAL MARKETS (AS JOINT LEAD ARRANGER) CITIZENS BANK OF PENNSYLVANIA (AS LENDER AND AS DOCUMENTATION AGENT) WITH AIR & LIQUID SYSTEMS CORPORATION UNION ELECTRIC STEEL CORPORATION ALLOYS UNLIMITED AND PROCESSING, LLC AKERS NATIONAL ROLL COMPANY AKERS SWEDEN AB AND UNION ELECTRIC STEEL UK LIMITED (BORROWERS) AND THE GUARANTORS FROM TIME TO TIME PARTY (May 24th, 2016)

Revolving Credit and Security Agreement, dated as of May 18, 2016, to be effective as of the Closing Date, by and among AIR & LIQUID SYSTEMS CORPORATION, a Pennsylvania corporation (ALS), UNION ELECTRIC STEEL CORPORATION, a Pennsylvania corporation (UES), ALLOYS UNLIMITED AND PROCESSING, LLC, a Pennsylvania limited liability company (Alloys), AKERS NATIONAL ROLL COMPANY, a Delaware corporation (National Roll), AKERS SWEDEN AB, a company duly incorporated and organized under the laws of Sweden (the Swedish Borrower), and UNION ELECTRIC STEEL UK LIMITED, a limited liability company organized under the laws of England and Wales with registered company number 00162966 (the UK Borrower) (ALS, UES, Alloys, National Roll, the Swedish Borrower, the UK Borrower and each Person joined hereto as a borrower from time to time, are collectively, the Borrowers, and each a Borrower), the Guarantors (as defined herein) now or which hereafter become a party hereto, the financial institutions which are

Newstar Financial – INDENTURE by and Between NEWSTAR COMMERCIAL LOAN FUNDING 2016-1 LLC, Issuer and U.S. BANK NATIONAL ASSOCIATION, Trustee Dated as of March 2, 2016 (March 4th, 2016)

INDENTURE, dated as of March 2, 2016, between NewStar Commercial Loan Funding 2016-1 LLC, a Delaware limited liability company (together with its permitted successors and assigns, the Issuer), and U.S. Bank National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee).

Additional Credit Extension Amendment (March 4th, 2016)

This Additional Credit Extension Amendment is dated as of March 4, 2016 (this "Amendment") by and among each of the financial institutions set forth on Schedule II annexed hereto (each an "Additional Lender" and collectively the "Additional Lenders"), each Series F Converting Lender (as defined below), Select Medical Corporation, a Delaware corporation (the "Borrower"), Select Medical Holdings Corporation, a Delaware corporation ("Holdings'), the other Loan Parties party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.

WHEREAS, the Borrower Has Notified the Administrative Agent That It Is Requesting the Borrowing of $850,000,000 of Incremental Term Loans (The Increase) Pursuant to Section 2.5 of the Credit Agreement, Which Upon Funding Shall Be a New Tranche Under the Credit Agreement Having the Same Terms, Subject to the Incremental Amendments (As Defined Below) as the Outstanding Term Loans (The Existing Term Loans) Under the Credit Agreement and Subject to the Conditions Set Forth Herein and in the Credit Agreement. (September 9th, 2015)

CREDIT AGREEMENT, dated as of April 12, 2012, among HD Supply, Inc. (together with its successors and assigns, the Borrower), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the Lenders), Bank of America, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the Administrative Agent and the Collateral Agent), Goldman Sachs Lending Partners LLC as syndication agent (in such capacity, the Syndication Agent) and J.P. Morgan Securities LLC and Barclays Bank PLC, each as a co-documentation agent (in such capacity, the Co-Documentation Agents).

Janel World Trade – Contract (February 17th, 2015)

AGREEMENT OF LEASE, made as of this _2nd_day of _January 2015_, by and between 303 MERRICK LLC a New York limited liability company with offices at 35-01 30th Avenue, Suite 300, Astoria, New York 11103, (hereinafter referred to as "Landlord"), and THE JANEL GROUP OF NEW YORK, INC.. a New York Corporation having an address at 303 Merrick Road, Suite 400, Lynbrook, NY 11563 (hereinafter referred to as "Tenant").

Rbs Citizens, Na. (May 1st, 2014)

We refer to that certain First Amended and Restated Loan Agreement, dated July 18, 2013, by and among Matthews International Corporation (the "Borrower" or "you"), the Banks (as defined therein), Citizens Bank of Pennsylvania ("Citizens"), in its capacity as administrative agent for the Banks, RBS Citizens, N.A. ("RBS Citizens" or "us"), in its capacity as joint lead arranger and joint bookrunner for the Banks, PNC Capital Markets LLC, in its capacity as joint lead arranger, joint bookrunner for the Banks, and PNC Bank, National Association ("PNC"), in its capacity as syndication agent for the Banks (as amended, modified or supplemented from time to time, the "Existing Loan Agreement"), and (b) the other Loan Documents (as defined in the Existing Loan Agreement) (the credit facility provided pursuant to the Loan Documents is hereinafter referred to as the "Senior Credit Facility"). Unless otherwise defined herein, terms defined in the Existing Loan Agreement are used herein with the s

Dated as of April 15, 2014 CREDIT AGREEMENT Among LAYNE CHRISTENSEN COMPANY, as the Administrative Borrower, CERTAIN SUBSIDIARIES OF LAYNE CHRISTENSEN COMPANY, as Co-Borrowers, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, JEFFERIES FINANCE LLC, as Lead Arranger and Book Running Manager, JEFFERIES FINANCE LLC, as Syndication Agent, PNC BANK, NATIONAL ASSOCIATION as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A. As Co-Collateral Agents, PNC BANK, NATIONAL ASSOCIATION, as Swingline Lender, and PNC BANK, NATIONAL ASSOCIATION, as Issuing Ban (May 1st, 2014)

This CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this Agreement), dated as of April 15, 2014 is among Layne Christensen Company, a Delaware corporation (the Administrative Borrower), each Co-Borrower (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Guarantors, the Lenders from time to time party hereto, Jefferies Finance LLC, as lead arranger and book running manager (in such capacity, the Arranger), Jefferies Finance LLC, as syndication agent (in such capacity, the Syndication Agent), PNC Bank, National Association, as administrative agent for the Lenders (in such capacity, the Agent), PNC Bank, National Association and Wells Fargo Bank, N.A., as co-collateral agents for the Lenders (in such capacity, the Co-Collateral Agents), PNC Bank, National Association, as swingline lender (in such capacity, the Swingline Lender), and PNC Bank, National Association, as issuing bank for

Greektown Superholdings, Inc. – Disclosure Statement for Second Amended Joint Plans of Reorganization for the Debtors Proposed by Noteholder Plan Proponents Including Official Committee of Unsecured Creditors and Indenture Trustee (May 28th, 2010)

Additionally, attached hereto is a summary of a valuation analysis prepared by Charles S. Edelman, LLC, retained by the Committee, which sets forth an analysis of the enterprise valuation of the Debtors (the Valuation Analysis) [Exhibit D]. The Valuation Analysis was prepared using available data received from the Debtors and is premised upon, among other things, financial projections (the XRoads Financial Projections) containing assumptions based on confirmation and consummation of the Debtor/Lender Plan prepared by the Committees financial advisor XRoads Solutions Group, LLC. XRoads has updated its financial projections to reflect the various transaction contemplated under the Plan described herein, which projections are attached to this Disclosure Statement as Exhibit F.

Greektown Superholdings, Inc. – Disclosure Statement for Second Amended Joint Plans of Reorganization for the Debtors Proposed by Noteholder Plan Proponents Including Official Committee of Unsecured Creditors and Indenture Trustee (May 11th, 2010)

Additionally, attached hereto is a summary of a valuation analysis prepared by Charles S. Edelman, LLC, retained by the Committee, which sets forth an analysis of the enterprise valuation of the Debtors (the Valuation Analysis) [Exhibit D]. The Valuation Analysis was prepared using available data received from the Debtors and is premised upon, among other things, financial projections (the XRoads Financial Projections) containing assumptions based on confirmation and consummation of the Debtor/Lender Plan prepared by the Committees financial advisor XRoads Solutions Group, LLC. XRoads has updated its financial projections to reflect the various transaction contemplated under the Plan described herein, which projections are attached to this Disclosure Statement as Exhibit F.

Settlement Agreement (October 30th, 2009)

Pursuant to MCL 24.278 and Rule 333 of the Rules of Practice and Procedure before the Michigan Public Service Commission (MPSC or Commission), the undersigned parties agree as follows:

Settlement Agreement (August 5th, 2008)

Pursuant to MCL 24.278 and Rule 333 of the Rules of Practice and Procedure before the Michigan Public Service Commission (MPSC or Commission), the undersigned parties agree as follows:

Grand River Commerce Inc – [Letterhead of Clark Hill PLC] March 31, 2008 (April 2nd, 2008)

We have acted as special counsel to Grand River Commerce, Inc., a Michigan corporation (the "Company"), for the limited purpose of rendering the opinions on Michigan law set forth below, in connection with the registration under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's registration statement on Form S-1 (the "Registration Statement"), of (i) up to 2,400,000 shares of common stock (the "Common Stock") of the Company (the "Shares"), (ii) warrants to purchase up to 230,000 shares of Common Stock ("Organizer Warrants"), (iii) the Common Stock issuable upon the exercise of the Organizer Warrants, (iv) warrants to purchase up to 400,000 shares of Common Stock ("Investor Warrants") and (v) the Common Stock issuable upon the exercise of the Investor Warrants.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MOUNTAIN STATE CARBON, LLC a Delaware Limited Liability Company Dated as of September 29, 2005 Between WHEELING-PITTSBURGH STEEL CORPORATION and SNA CARBON, LLC (October 5th, 2005)

This is the Limited Liability Company Agreement of MOUNTAIN STATE CARBON, LLC, a Delaware limited liability company (the Company), dated and effective as of 12:01 a.m. on the ___day of September, 2005, by and between WHEELING-PITTSBURGH STEEL CORPORATION, a corporation formed under the laws of the State of Delaware, U.S.A., with its principal place of business at 1134 Market Street, Wheeling, West Virginia 26003, U.S.A. (hereinafter, WPSC), and SNA CARBON, LLC, a Delaware limited liability company, with its principal place of business at 3001 Miller Road, P.O. Box 1699, Dearborn, Michigan 48121 (hereinafter SCL), a wholly owned subsidiary of SEVERSTAL NORTH AMERICA, INC., a corporation formed under the laws of the State of Delaware, U.S.A., with its principal place of business at 3001 Miller Road, P.O. Box 1699, Dearborn, Michigan 48121 (hereinafter, SNA).

Biovest International – Contract (June 24th, 2003)

EXHIBIT 1 Investment AGREEMENT Between Biovest INTERNATIONAL, INC. and ACCENTIA, INC. 4/9/03 2 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (the "Agreement") is made as of April ___, 2003, by and among Biovest International, Inc., a Delaware corporation ("Biovest") and Accentia, Inc., a Florida corporation ("Accentia") RECITALS: 1. The Board of Directors of Biovest has approved and deemed it fair, advisable and in the best interests of the Biovest stockholders (the "Biovest Stockholders") to adopt and approve this Agreement and the transactions contemplated hereby, including