Jones Day Sample Contracts

Share Repurchase Agreement (August 15th, 2018)
Pgt – Page SECTION 3.08. Special Mandatory Redemption 51 ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Notes 51 SECTION 4.02. Maintenance of Office or Agency 52 SECTION 4.03. Corporate Existence 52 SECTION 4.04. Payment of Taxes 52 SECTION 4.05. [Reserved] 53 SECTION 4.06. Compliance Certificate; Notice of Default 53 SECTION 4.07. [Reserved] 53 SECTION 4.08. Waiver of Stay, Extension or Usury Laws 53 SECTION 4.09. Change of Control 53 SECTION 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock 56 SECTION 4.11. Restricted Payments 60 SECTION 4.12. Liens 65 SECTION 4.13. Asset Sales 66 (August 13th, 2018)
Athersys – Collaboration Expansion Agreement (August 9th, 2018)
PURCHASE AGREEMENT by and Among SUNLIGHT SUPPLY, INC., SUNLIGHT GARDEN SUPPLY, INC., SUNLIGHT GARDEN SUPPLY, ULC, IP HOLDINGS, LLC, CRAIG R. HARGREAVES, KIM E. HARGREAVES, HAWTHORNE HYDROPONICS LLC (August 8th, 2018)

This Purchase Agreement, dated as of April 12, 2018 (this "Agreement"), is by and among Sunlight Supply, Inc., a Washington corporation ("Sunlight Supply"), Sunlight Garden Supply, Inc., a Washington corporation ("Sunlight Garden"), Sunlight Garden Supply, ULC, a British Columbia unlimited liability company ("Sunlight ULC"), IP Holdings, LLC, a Washington limited liability company ("IP Holdings"), Craig R. Hargreaves and Kim E. Hargreaves, husband and wife (the "Hargreaves", and together with Sunlight Supply, Sunlight Garden, Sunlight ULC and IP Holdings, "Sellers" and each, a "Seller"), Hawthorne Hydroponics LLC, a Delaware limited liability company ("Buyer") and, solely with respect to Section 2.5, The Scotts Miracle-Gro Company, a Ohio corporation, ("Parent"). Each Seller and Buyer are referred to herein individually as a "Party" and collectively as the "Parties".

Horizon Global Corp – Fourth Amendment to Credit Agreement (August 7th, 2018)

TERM LOAN CREDIT AGREEMENT dated as of June 30, 2015 (this "Agreement"), among HORIZON GLOBAL CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

AMENDED AND RESTATED REVOLVING ASSET BASED LOAN AGREEMENT, Dated as of August 2, 2018 Among THE ANDERSONS RAILCAR LEASING COMPANY LLC, as Borrower, THE ANDERSONS RAILCAR COMPANY LLC, as Guarantor THE ANDERSONS RAIL MANAGEMENT COMPANY LLC, as Initial Manager THE BANKS AND OTHER LENDING INSTITUTIONS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, as Agent, PNC BANK, NATIONAL ASSOCIATION as Collateral Agent, ING BANK, a BRANCH OF ING-DIBA AG as Syndication Agent, BANK OF MONTREAL, as Documentation Agent, and PNC CAPITAL MARKETS LLC, as Lead Arranger (August 7th, 2018)

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual agreements of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, subject to the satisfaction of the terms and conditions set forth in this Agreement, the parties to this Agreement agree that all of the terms and conditions of the Original Loan Agreement shall be amended, restated and replaced in their entirety to provide as follows:

Amendment No. 5 to Credit Agreement (August 3rd, 2018)

AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "Amendment No. 5"), dated as of June 27, 2018, by and among PEABODY ENERGY CORPORATION, a Delaware corporation (the "Borrower"), the other Reaffirming Parties (as defined below) party hereto, the Lenders party hereto and GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, including any permitted successor thereto, the "Administrative Agent").

Techne Corporation – Credit Agreement Dated as of August 1, 2018 Among BIO-TECHNE CORPORATION, the Guarantors From Time to Time Parties Hereto, the Lenders From Time to Time Parties Hereto, and BMO Harris Bank N.A., as Administrative Agent BMO Capital Markets and J.P. Morgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Book Runners Wells Fargo Bank, National Association and PNC Bank, National Association, as Syndication Agents, and Bank of America, N.A. And Regions Bank, as Documentation Agents. (August 2nd, 2018)

This Credit Agreement is entered into as August 1, 2018, by and among Bio-Techne Corporation, a Minnesota corporation (the "Borrower"), the direct and indirect Domestic Subsidiaries of Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BMO Harris Bank N.A., a national banking association, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings ascribed thereto in Section 1.1.

The TIMKEN COMPANY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of [ ] (August 1st, 2018)

INDENTURE, dated as of [ ], by and between The Timken Company, an Ohio corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the Trustee).

Asset Purchase Agreement by and Among (August 1st, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July 2, 2018, is by and among Huen Electric, Inc., an Illinois corporation ("Huen Illinois"), Huen Electric New Jersey Inc., a New Jersey corporation ("Huen New Jersey"), Huen New York, Inc., a New York corporation ("Huen New York" and, together with Huen Illinois and Huen New Jersey, the "Sellers"), MYR Group Inc., a Delaware corporation (the "Buyer"), and Buyer Sub (as defined below). The Sellers, the Buyer and the Buyer Sub are collectively referred to herein as the "Parties" and each, a "Party."

EXECUTION VERSION Published Deal CUSIP Number: 96038PAF5 Published Refinancing Term Facility CUSIP Number: 96038PAH1 Published Delayed Draw Term Facility CUSIP Number: 96038PAJ7 Revolving Facility CUSIP Number: 96038PAG3 CREDIT AGREEMENT Dated as of June 8, 2018, Among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, WABTEC COOPERATIEF U.A. And the Other BORROWING SUBSIDIARIES Party Hereto, the LENDERS Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent ___________________________ GOLDMAN SACHS BANK USA, HSBC BANK USA, N.A., JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PI (July 31st, 2018)
Amendment Agreement No. 5 (July 24th, 2018)

AMENDMENT AGREEMENT NO. 5, dated as of April 11, 2018 (this "Amendment"), by and among POLYONE CORPORATION, an Ohio corporation (the "Borrower"), the other Loan Parties party hereto, the existing Lenders (the "Existing Lenders") under, and as defined in, the Credit Agreement (as hereinafter defined) party hereto, CITIBANK, N.A. ("Citibank"), as the Administrative Agent, and SUNTRUST BANK, as the Additional Term B-4 Lender (as hereinafter defined).

Pgt – Purchase Agreement by and Among Pgt Innovations, Inc., Coyote Acquisition Co., Pwp Growth Equity Fund I (B) Lp, Pwp Growth Equity Fund I Lp, Wws Cp Lp, Gef Ww Parent Management Pool Llc, Ww Management Aggregator Llc Gef Ww Parent Llc, Wws Blocker Llc, the Additional Sellers Identified Herein and the Seller Representative Identified Herein Dated as of July 24, 2018 (July 24th, 2018)

THIS PURCHASE AGREEMENT (this Agreement) is made as of July 24, 2018 (the Agreement Date), by and among (a) PGT Innovations, Inc., a Delaware corporation (Parent), (b) Coyote Acquisition Co., a Delaware corporation and a wholly owned Subsidiary of Parent (Buyer), (c) PWP Growth Equity Fund I (B) LP, a Delaware limited partnership (Blocker Seller), (d) PWP Growth Equity Fund I LP, a Delaware limited partnership (PWP Fund I), (e) WWS CP LP, a Delaware limited partnership (Carry Partnership), (f) GEF WW Parent Management Pool LLC, a Delaware limited liability company (Management Pool), (g) WW Management Aggregator LLC, a Delaware limited liability (Management Aggregator, and together with Blocker Seller, PWP Fund I, Carry Partnership and Management Pool, the Sellers), (h) GEF WW Parent LLC, a Delaware limited liability company (the Company), (i) WWS Blocker LLC, a Delaware limited liability company (Blocker), (j) the Persons listed on Schedule 1.1 (the Additional Sellers and together with

Dover Downs Gaming & Entmt – TRANSACTION AGREEMENT by and Among TWIN RIVER WORLDWIDE HOLDINGS, INC., DOUBLE ACQUISITION CORP. And DOVER DOWNS GAMING & ENTERTAINMENT, INC. Dated as of July 22, 2018 (July 23rd, 2018)

This TRANSACTION AGREEMENT (this Agreement) is made and entered into as of July 22, 2018 by and among Twin River Worldwide Holdings, Inc., a Delaware corporation (Parent), Double Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub) and Dover Downs Gaming & Entertainment, Inc., a Delaware corporation (the Company).

TENDER OFFER AGREEMENT BETWEEN TXCELL S.A. AND SANGAMO THERAPEUTICS, INC. Dated as of July 20, 2018 (July 23rd, 2018)
Share Purchase Agreement (July 23rd, 2018)

This share purchase agreement (this Agreement), dated as of July 20, 2018, is entered into by and among (i) Sangamo Therapeutics, Inc., a company incorporated in the State of Delaware, whose head office is located at 501 Canal Blvd, Richmond, CA 94804, U.S.A. (the Purchaser) and (ii) the persons listed in Exhibit A (hereafter collectively referred to as the Sellers and individually as a Seller).

Summit Aviation Partners LLC – Securities Purchase Agreement (July 20th, 2018)

This Securities Purchase Agreement (this "Agreement") is made as of the 11th day of July, 2018, by and among Fly Leasing Limited, a Bermuda exempted company (the "Company"), and Summit Aviation Holdings LLC, a Delaware limited liability company ("Summit"). Certain capitalized terms used but not otherwise defined in this Agreement have the respective meanings set forth in Exhibit A hereto.

CREDIT AGREEMENT Dated as of July 19, 2018 Among THE SHERWIN-WILLIAMS COMPANY, SHERWIN-WILLIAMS LUXEMBOURG S.a r.l., SHERWIN-WILLIAMS CANADA INC. And SHERWIN- WILLIAMS UK HOLDING LIMITED, as Borrowers, CITIBANK, N.A., as Administrative Agent and an Issuing Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, the Other Issuing Lenders Party Hereto, the Lenders Party Hereto and CITIBANK, N.A., WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORA (July 20th, 2018)

CREDIT AGREEMENT dated as of July 19, 2018 among THE SHERWIN-WILLIAMS COMPANY, SHERWIN-WILLIAMS LUXEMBOURG S.a r.l., SHERWIN-WILLIAMS CANADA INC., SHERWIN-WILLIAMS UK HOLDING LIMITED, the LENDERS party hereto, the ISSUING LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.

Platform Specialty Products Corp – STOCK PURCHASE AGREEMENT by and Between PLATFORM SPECIALTY PRODUCTS CORPORATION, and UPL CORPORATION LTD. Dated as of July 20, 2018 (July 20th, 2018)

This Stock Purchase Agreement (this Agreement) is made and entered into as of July 20, 2018 by and between Platform Specialty Products Corporation, a Delaware corporation (the Seller), and UPL Corporation Ltd., a Mauritius public limited company (the Purchaser).

TERM LOAN AGREEMENT Dated as of July 11, 2018 Among CONAGRA BRANDS, INC., the Lenders That Have Signed This Agreement, and BANK OF AMERICA, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA, as Syndication Agent JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., and WELLS FARGO BANK, N.A. As Documentation Agents GOLDMAN SACHS BANK USA, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, JPMORGAN CHASE BANK, N.A., and MIZUHO BANK, LTD. As Joint Lead Arrangers and Joint Bookrunners (July 17th, 2018)

This Term Loan Agreement (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time hereafter, the Agreement) is entered into by and among Conagra Brands, Inc., a Delaware corporation (together with its successors and permitted assigns, the Company), the banks and other financial institutions that have signed this Agreement and Bank of America, N.A (together with its successors and permitted assigns, Bank of America), as administrative agent for such lenders.

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of July 11, 2018 Among CONAGRA BRANDS, INC., the Lenders That Have Signed This Agreement, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, MIZUHO BANK, LTD., MUFG BANK, LTD., WELLS FARGO BANK, NATIONAL ASSOCIATION, and GOLDMAN SACHS BANK USA as Documentation Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED JPMORGAN CHASE BANK, N.A, and MIZUHO BANK, LTD. As Joint Lead Arrangers and Joint Bookrunners (July 17th, 2018)

This Amended and Restated Revolving Credit Agreement (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time hereafter, the Agreement) is entered into by and among Conagra Brands, Inc., a Delaware corporation (together with its successors and permitted assigns, the Company), the banks and other financial institutions that have signed this Agreement and Bank of America, N.A. (together with its successors and permitted assigns, Bank of America), as administrative agent for such lenders.

Separation and Distribution Agreement by and Between Ddr Corp. And Retail Value Inc. Dated July 1, 2018 (July 3rd, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated July 1, 2018 (this Agreement), is by and between DDR Corp., an Ohio corporation (DDR) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (RVI). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

EXTERNAL MANAGEMENT AGREEMENT by and Between RETAIL VALUE INC. And DDR ASSET MANAGEMENT LLC Dated July 1, 2018 (July 3rd, 2018)

THIS EXTERNAL MANAGEMENT AGREEMENT, dated July 1, 2018 (this Agreement), is by and between RETAIL VALUE INC., an Ohio corporation (together with its subsidiaries, the Company) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (Service Provider).

Retail Value Inc. – Waiver Agreement (July 2nd, 2018)

THIS WAIVER AGREEMENT (this Agreement) is made and entered into as of July 1, 2018 by and among Mr. Alexander Otto (the Distributee) and Retail Value Inc., (the Company).

Retail Value Inc. – EXTERNAL MANAGEMENT AGREEMENT by and Between RETAIL VALUE INC. And DDR ASSET MANAGEMENT LLC Dated July 1, 2018 (July 2nd, 2018)

THIS EXTERNAL MANAGEMENT AGREEMENT, dated July 1, 2018 (this Agreement), is by and between RETAIL VALUE INC., an Ohio corporation (together with its subsidiaries, the Company) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (Service Provider).

Innophos Holdings – Termination Agreement (July 2nd, 2018)

THIS TERMINATION AGREEMENT (this Agreement) is made and entered into as of June 29, 2018 (the Signing Date), by and among PCS Sales (USA), Inc., a Delaware Corporation (PCSS), PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership (PCSN and collectively with PCSS, PCS), and Innophos, Inc., a Delaware corporation (Innophos). PCSS, PCSN and Innophos are each referred to as a Party and collectively as the Parties.

Retail Value Inc. – Tax Matters Agreement Between Ddr Corp. And Retail Value Inc. Dated as of July 1, 2018 (July 2nd, 2018)

This TAX MATTERS AGREEMENT (this Agreement) is entered into as of July 1, 2018, by and between DDR Corp., an Ohio corporation (DDR), and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR immediately prior to the Distribution (RVI and together with DDR, the Parties and each a Party).

Retail Value Inc. – Separation and Distribution Agreement by and Between Ddr Corp. And Retail Value Inc. Dated July 1, 2018 (July 2nd, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated July 1, 2018 (this Agreement), is by and between DDR Corp., an Ohio corporation (DDR) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (RVI). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

AGREEMENT AND PLAN OF MERGER AMONG PINNACLE FOODS INC., CONAGRA BRANDS, INC. AND PATRIOT MERGER SUB INC. Dated as of June 26, 2018 (June 27th, 2018)

This AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this Agreement), dated as of June 26, 2018, is by and among Pinnacle Foods Inc., a Delaware corporation (the Company), Conagra Brands, Inc., a Delaware corporation (Parent), and Patriot Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub). The Company, Parent and Merger Sub are each referred to herein as a Party and collectively, the Parties.

Pinnacle Foods Inc. Common Sto – Agreement and Plan of Merger Among Pinnacle Foods Inc., Conagra Brands, Inc. And Patriot Merger Sub Inc. (June 27th, 2018)

This AGREEMENT AND PLAN OF MERGER (as the same may be amended from time to time in accordance with its terms, this "Agreement"), dated as of June 26, 2018, is by and among Pinnacle Foods Inc., a Delaware corporation (the "Company"), Conagra Brands, Inc., a Delaware corporation ("Parent"), and Patriot Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). The Company, Parent and Merger Sub are each referred to herein as a "Party" and collectively, the "Parties."

Hennessy Capital Acquisition Corp. III – Backstop and Subscription Agreement (June 26th, 2018)

This BACKSTOP AND SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Issuer"), and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York ("Subscriber").

Hennessy Capital Acquisition Corp. III – Voting and Support Agreement (June 26th, 2018)

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the "Seller"), Hennessy Capital Partners III LLC, a Delaware limited liability company ("Hennessy Capital Partners III"), and the stockholders of Purchaser (as defined below) set forth on Schedule I hereto (such individuals together with Hennessy Capital Partners III, each a "Stockholder", and collectively, the "Stockholders"). The Seller and the Stockholders are sometimes referred to herein as a "Party" and collectively as the "Parties".

Hennessy Capital Acquisition Corp. III – Voting and Support Agreement (June 26th, 2018)

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the "Seller"), Hennessy Capital Partners III LLC, a Delaware limited liability company ("Hennessy Capital Partners III"), and the stockholders of Purchaser (as defined below) set forth on Schedule I hereto (such individuals together with Hennessy Capital Partners III, each a "Stockholder", and collectively, the "Stockholders"). The Seller and the Stockholders are sometimes referred to herein as a "Party" and collectively as the "Parties".

Hennessy Capital Acquisition Corp. III – Backstop and Subscription Agreement (June 26th, 2018)

This BACKSTOP AND SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Issuer"), and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York ("Subscriber").

Hennessy Capital Acquisition Corp. III – Purchase Agreement (June 26th, 2018)

This Purchase Agreement (this "Agreement"), dated as of June 25, 2018, is made by and between JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the "Seller"), and Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Purchaser"). The Seller and the Purchaser are each referred to herein as a "Party" and, collectively, as the "Parties".